SpiderX
by Agent-G
Summary: SpiderMan, XMen crossover. After their meeting with Warren, Rogue and Scott have another encounter while in New York. Please R&R Complete
1. The Spider of New York

** DISCLAIMER: I DO NOT OWN SPIDER-MAN, X-MEN OR ANYTHING ELSE FROM MARVEL COMICS, OR THE IMAGE SPIDER-X THAT INPISRED SOME OF THIS STORY.  
  
AN: THIS TAKES PLACE RIGHT AFTER THE EPSIODE WHERE SCOTT & ROGUE MEET ANGEL. ALSO THIS IS NOT PART OF MY AGU SERIES, I HAD PLANNED TO BRING IN SPIDER-MAN IN THAT SERIES MUCH LATER BUT I WANTED TO DO THIS FIRST AS A TEST RUN OF SORTS**

* * *

**SPIDER-X  
  
CHAPTER 1: THE SPIDER OF NEW YORK**  
  
Rogue and Scott were walking together after coming out of the hospital. They had already said their goodbyes to Warren and were making their way to the parking lot where Scott had parked his car.  
  
It was near the side of a wall that was part of the hospital, near a lamppost. Scott took out his keys and began looking for the right one when some footsteps caught his attention. He looked behind him and Rogue turned as well. Standing behind them were five guys in leather jackets, tattoos and other things that only said one thing.  
  
Trouble.  
  
"Hey man got any spare change?" One of them asked, with a grin on his face. Both Scott and Rogue knew they were in trouble and stepped slightly closer together as the four of them began to circle them.  
  
"What the hell do you want?" Scott demanded.  
  
"What ever you and the girl have." One asked them said.  
  
"Guys we shouldn't do this here." The skinny one said, who was nervously looking around. "I hear this is spider territory."  
  
A dark skinned man with a shaved head rolled his eyes. "Damn it, I told you there no such thing as The Spider, it's just a urban myth."  
  
The leader of the group pulled out a gun and aimed it at Rogue. "Now look shades give us all you got and maybe we won't fill your girlfriend here full of lead, although she wouldn't have to go far for help."  
  
A man with tattoos on his face leered at Rogue. "I wouldn't mind a little fun with her though. I got a thing for Goth chicks."  
  
"Just try it." Rogue growled at him.  
  
"Oh she's got spunk, I like her already." The tattoo guy said.  
  
"That's it enough is enough." The leader said aiming his gun at Scott now and was about to pull the trigger when a strange substance was suddenly shot onto the weapon. "What the hell?" He said before it was ripped from his grasp.  
  
"You know I really think you guys should think of a new line of work." Came a mysterious voice.  
  
"Who is that? Show yourself!" The bald one shouted.  
  
"Just ask your fidgety buddy over there, you know the one shaking like a leaf." The voice said from the darkness. "Now are you guys going to go easily or do we have to get violent?"  
  
One of them pulled a knife out and made his way to Scott. Scott was going into a defensive stance but a red and blue blur slammed into the goon and sent the man flying into a parked car.  
  
Now that he was in the light everyone saw him. He was wearing a red and blue costume with black cobweb like design over all the red and the mask had two huge white reflective surfaces with a spider symbol on the chest and a red one on the back.  
  
"He's real." The nervous one said in a quiet voice. "I TOLD YOU THE SPIDER WAS REAL!"  
  
"Please no need to shout." The masked man said. "And for the record it's Spider-Man."  
  
"Well spider freak this is Christmas not Halloween." The man said getting up from the car. Then he charged at him with his knife again. Spider-Man easily dodge all the thrusts and stabs, then he grabbed him by the wrist and with the other hand threw the man into the wall. While he was in the air, Spider-Man shoot out webbing and webbed the man against the wall upside down.  
  
The leader and the other man ran at him from two different angles and Spider-Man back flipped over their punches and hit them both while still in the air. "Geez you guys are bad at this. I've face pickpockets tougher then you two."  
  
That only seemed to get them mad and they ran at him again. This time Spider-Man flipped forward over them and when he landed behind them he stuck his hands and arms behind him and shot out more webbing.  
  
The webbing snagged on their feet and Spider-Man pulled and both fell face first onto the parking lot ground. "Oh and your clumsy too."  
  
"That it!" The leader said and ran forward and tried to punch him but Spider-Man caught the hand and the leader cried out in pain and clutched his hand as it was being crushed slightly. Then he picked him up and threw him next to the other one stuck against the wall and webbed him up as well.  
  
The bold man looked at his friends and was wondering if he should run or fight. But Spider-Man beat him too it and webbed up his feet. He then leaped all the way to the top of the streetlamp and then jumped down with the web line in his hands. AH he went down the bold one went up.  
  
Spider-Man tied it to the ground and left him hanging there. He walked to the Scott and Rogue to make sure they're all right when he caught the movement of the fourth one trying to hid behind Scott's car. He made a run for it and just passed his friend by the tied up by the streetlamp when Spider-Man leaped in front of him.  
  
The nervous one was too afraid to move or do anything as Spider-Man stared at him. "Boo." He said and the guy turned and ran right into the streetlamp, knocking himself off.  
  
Rogue and Scott had watched all of this in amazement and were astonished by all of this. "Wow, he's good." Rogue said to herself.  
  
Spider-Man went up to them. "You two alright?" He asked seriously.  
  
"Uh, yeah...you mind telling us who you are?" Scott said, trying not to blowup in his face. This was just the kind of think they had gone over with Warren and now they had another mutant going around flaunting his powers.  
  
"Well the name is Spider-Man like I said before, but you're not getting anything other then my rank and serial number soldier boy." He said in a humorous tone.  
  
Scott looked slightly annoyed, but Rogue actually smirked at it. "Well you should be a little more careful with your girlfriends shades, not exactly a nice part of town at night."  
  
"She's not my girlfriend." He said quickly. "Just a friend."  
  
"Really?" He said then looking to Rogue and then back to him. "Why not, I'd ask for her number, but you know, secret identity and all and it would be kind of bizarre going out with a guy dressed like this."  
  
Scott raised an eyebrow and Rogue wasn't sure whether to be flattered or a little weirded out.  
  
"Well I got to go, make sure you call the police that webbing will dissolve in a about an hour so I suggest you two call them now and don't wait." With that he jumped onto the wall and started to climb up it.  
  
Rogue and Scott stared there for a minute. "Ah guess we have ta tell the Professor about another one huh?" Scott only sighed and went back to the hospital to call the cops.  
  
'The Professor won't like this at all.' He thought to himself as he made his way to the entrance.  
  
After a while Peter Parker a normal everyday boy, at least that's what the world thought was just getting in back into his room. He took off his Spider-Man costume and put it away.  
  
For the past three months he had been at this, saving people at night in his costume, ever since Uncle Ben's funeral. Things were getting tough now thought. His Aunt was saving as much as she could with Ben's life insurance they got but it was starting to run low.  
  
His aunt was too old to work and Peter thought about getting a job, but he was only eighteen and still in high school. Then he noticed an article on the paper on his desk. He had forgotten to take it out earlier but saw something there.  
  
'Cash reward for any photo of the Spider of New York.'  
  
Peter thought about it. It wouldn't be that hard and they did need the money. He yawned and looked at the clock. "Damn 2:34, I guess I'll think about it in the morning, well later in the morning technically." He put the paper back on the desk and made his way to bed.  
  
**NEXT UP CHAPTER 2: SPIDER-MAN MET THE X-MEN**  
  
So tell me what you think so far and don't be afraid to leave a review. Oh and for any of the new readers that want to check out my other Evolution fics, please start off with Enter Mayhem or you'll get lost in the others. 


	2. SpiderMan meet the XMen

NctrnlBst: You bet I'll keep writing, I not exactly sure, I don't have an ending planned so I'll just go with the flow, besides this was an idea I had for awhile and finally got the chance to do it.  
  
yae yang: Yeah I've always enjoyed Spider-Man/X-Men crossovers. And let me put it to you this way, the X-Men are my favorite team, but Spider-Man is my favorite Hero.  
  
Malciah: Thanks man, I wasn't sure if I was doing okay for it, but thanks.  
  
Aaron: Thanks, and can you blame those two? I mean here comes a guy in a spider costume, kicking ass, who wouldn't be surprised at that?  
  
Richard-Raven-Croft: Wow, haven't heard from you in a LONG time. I thought you gave up reading my work glad to see I was wrong. As for your question, I have no idea, I'm either lucky or talented, or a combination of the two.  
  
Red Witch: Yeah I know, but it might be a little more drama put into it. BTW I remember how your character Spyder was a fan of his, and I was wondering if in a future chapter I could introduce her.  
  
The Uncanny R-Man: That's a little undecided as of yet for those two.  
  
Supergirlhv: Thanks, I've read or have over a hundred spider-man comics so I guess I know the way his humor works. As for you're two questions, no not a mutant, and it will be more like the comic version so he has web shooters.

* * *

**SPIDER-X  
  
CHAPTER 2: SPIDER-MAN MEET THE X-MEN**  
  
The next morning the Professor was listening to everything Scott and Rogue had told them last night only in more detail. Hank and Logan were there also since everyone else was still out for the holidays.  
  
"Great first bird-boy plays angel and now we got a spider-boy in a costume running around fightin' crime." Logan said not liking any of this at all.  
  
"I take it we're going back to New York to find him?" Scott asked the Professor.  
  
"Yes, we can't allow him to expose us all, but what concerns me is why Cerebro has never detected him." He told them.  
  
Rogue looked over at the Professor a little surprised at that, along with everyone else. "Ya mean ya couln' find him with it?"  
  
Xavier's expression grew slightly grave. "No and that's what really concerns me."

* * *

**NEW YORK**  
  
Xavier, and the others had taken the Velocity to New York since the Black Bird would be too hard to land on the rooftops. They had spent the last few nights trying to find this Spider-Man and it was proving difficult. They even had called in Storm from her family to help with the search.  
  
It was getting late and was already just past midnight, when they gathered together near the rendezvous point. They were all in uniform with the exception of the Professor of course. He was just wearing winter clothing. "I take it no luck this time." He said to them already knowing the answer.  
  
Strom sighed. "It's a big city Charles, he could be anywhere."  
  
Logan snorted. "Ya think someone in a red and blue costume swinging around the city would be easy to spot." He said sarcastically.  
  
"Tell meh about it." Rogue said just as pissed as Logan was about spending yet another night in the cold of winter looking for this Spider-Man guy. She was leaning against the small wall on the roof when a screeching sound was heard.  
  
She looked down and saw a car going through the city streets very fast and nearly out of control. "What the hell is going on now?" She said the others got to the edge and looked down to see the car nearly underneath them now. Since they were not near uptown there was very little traffic at this time and in this area so the car was easily going down the street.  
  
Then they saw him. Spider-Man was swinging after it. "What in the world is he doing?" Scott said.  
  
"Well if he's the good guy, Ah doubt he's goin' after them for no reason." Rogue said to him.  
  
"Everyone in the Velocity, Storm follow him." Charles said and she nodded and took off into the sky. The others went into the helicopter to follow him.  
  
Spider-Man on the other hand _HAD_ a good reason, a very good reason in fact. The guys in that car broke into a jewelry store not too far away and he was lucky enough to be at the right place and at the right time. One of them was already tied up back there, while the others had mad a break for it.  
  
He was swinging over the street trying to catch up to them. He was finally able to get the right distance and flung himself forward into the air, turned and landed on the hood of the car facing the three in the car. "Can I see you license and registration please?" He said to them.  
  
"Holy Shit!" One of them screamed. "Get rid of him!" He yelled at the guy driving.  
  
"I'm trying." He said through the ski mask he still had on. He was swerving the car from side to side but Spidey wasn't about to move an inch from his spot. He webbed up the windshield and jumped to the back of the car. While on the trunk he aimed and fired his webbing into one of the rear wheels.  
  
The webbing gummed up the wheel and stopped it, which also went the other back wheel stopping but not before the car made a drastic turn into a parked car. Spider-Man leaped off the car and it slammed into the side and the car glanced off of it coming to a stop on the street.  
  
Three of the doors opened and he immediately leaped onto then over the car in front of it. "I guess it's a good think you were wearing your seat belts, or I wouldn't have tried that." The ones the came out of the front pulled out guns while using the doors as shields.  
  
Peter quickly snagged both the guns and the hands attached to them with a web line from each hand and pulled forward slamming them into the car door. He jumped onto the roof and tied up both of them while they were on the ground clutching their chests from the impact.  
  
"Now, there's two down and one to go." He looked around and saw someone go into an alley. "Oh where oh where has my little felon gone, oh where oh where can he be?" He sang and took off for the alley.  
  
When he reached the alley his spider sense kicked in just in time for him to dodge a bullet that came at him. He leaped onto one of the walls and kept moving from wall to wall dodging all the shots. "Go ahead a keep going mac, I can do this all day and you'll run out of bullets long before then."  
  
He could see him now hunched next to a dumpster. The man stepped out a suddenly without warning a lighting bolt actually hit him dead center in the chest. Spider-Man was left shocked and surprised. "Thank you God, I guess you really do help out now and then."  
  
"Actually that was me." Peter turned from his position on the wall to see a dark skinned woman with a mane of white hair flaying, in some kind of black body suit. "Don't worry he'll be out for a few hours, but in the mean time I was wondering if you could spare me and my friends a few moments of your time?" She politely asked.  
  
Okay Peter was a little freaked at this, but considering what he did, he didn't show it. Now his first instinct was to run, but pissing off a woman who threw lightning was not a smart or healthy thing. "Well since you asked so nice how could I refuse?"  
  
He found himself on a rooftop soon after with a helicopter and several people coming out. He recognized the two from the hospital only now clad in some kind of uniforms as well. He also saw a big blue furry guy, a rugged looking guy that said 'don't mess with me' and a bald man in a wheelchair.  
  
He turned to the two he knew. "So we meat again, what are you doing stalking me now?" He said light heartedly. "And isn't it cold in those things?"  
  
"Ya especially if we had to be out all night for tha last few days lookin' for ya." Rogue said sharply.  
  
"Really?" Peter said shocked. "Oh...well...sorry about that."  
  
"I believe some introductions are in order, my name is Charles Xavier and I have a few things I would like to discuses with you if that's all right?"  
  
Peter though he seemed pleasant enough and his spider sense wasn't going off so he figured it was all right to hear him out. "Well since you guys obviously went to a lot of trouble to find me I guess it would be rude not to listen, so sure, what's on your mind?"  
  
"It's about you and your powers." He began. "You see I run a school for gifted youngsters, people like yourself that have gifts and abilities that other people don't."  
  
Peter began to listen to everything Xavier did and what he was about. "Well that's...pretty heavy stuff, but you guys said you are born with this X-gene that give you these powers right?"  
  
"Yes it is that gene that creates mutants." Xavier confirmed.  
  
"Well then I'm not a mutant then, you see I wasn't born into these powers, I just fell ass-backwards into them." Spider-man said to them, leaving them all surprised.  
  
"Well...that would explain why Cerebro didn't pick you up, it's design to seek out the X-gene and the powers related to it." Xavier said thinking of the implications that this meant.  
  
"So how did ya get your powers?" Rogue asked.  
  
Peter just shrugged. "I got bit by a radioactive spider."  
  
"Come on be serious." Scott said clearly not liking any of this so far.  
  
"I'm telling ya the truth." He said. "I was at a science thing from school, a spider got too close to the radiation experiment, it bit me, when I get home I collapse and wake up the next morning not needing my glasses, I'm ripped and later in the day I found out I got all these spider powers."  
  
Scott blinked a few times under the visor. "Uh...okay then."  
  
"Well this is all well and good, and even if you aren't technically a mutant bub, you're still putting the rest of us at risk." Logan said to him.  
  
"What's that supposed to mean?" Peter said looking to Xavier.  
  
Xavier sighed. "There's more I should tell you about, and it deals with why we hide ourselves from the world."  
  
Peter knew that this was not going to be good, and that soon he was going to have to make some tough choices.

* * *

**  
NEXT UP CHAPTER 3: TALKS AND CONDITIONS**


	3. Talks and Conditions

Evosmylife: So do I that's why I finally decided to do one of my own. Hope you continue to enjoy it.  
  
yae yang: Well wait no more, cause here it is. Plus those things don't look like they would be good to wear in winter to me.  
  
A Bleeding Rose: You bet, I always try and finish my stories.  
  
Anigen: Well if I do, do that, it won't be for a while...if I am.  
  
Fire inu: Thanks, and I hope you like where I take this.  
  
lulugir715: Well thanks, and here you go, but keep in mind I'm also writing two other stories. Actually 'The New Teacher' one of them that I'm working on is another Spider-Man/X-Men crossover only the comic book versions so don't be afraid to check that out also.  
  
Red Witch: Thanks, as for her I was thinking in a later chapter Peter while as Spider-Man finds a young girl (Guess who) being harassed on the streets and helps her. He basically takes her back with him, she'll kind of look up to Peter like she does with Lance in you're fics. I just thought those two would make an interesting pair (Sibling wise) don't you think? Plus the brotherhood will get their own new members soon. And I did not know about that gender-bending thing...for either of them.  
  
c-wolf: Thanks, and as for your question, you forget that this takes place in the 2nd season and no one knows about mutants yet, they're still in hiding, that's why he wouldn't want Peter be out there because it could expose mutants to the world.  
  
The Uncanny R-Man: No he won't do that, and thanks for the update.

* * *

**SPIDER-X  
  
CHAPTER 3: TALKS AND CONDITIONS**  
  
Peter listened as Xavier said that there were people in the world that would not tolerate mutants if their existence were made public. Peter saw what he meant; last month he broke up a group a skin heads attacking a black man they had come across. Thankfully he got there in time before he was injured too badly.  
  
Plus he also enjoyed putting the hurt on those baldheaded losers. But he could see his point though. He was feeling bad about almost taking the photos of himself and selling them.  
  
"So now what?" He asked.  
  
Xavier smiled kindly at him. "You have gifts, even though they may not be of mutant origin, the world may not see it as such. I want to offer you the chance to join us, at the Institute. There you will get the training you need to use your talents and also there you will be with others who know what it's like to be unique."  
  
Peter smiled under his mask. He had been called a lot of things, and unique wasn't one of them. Although this place did seem to him like a nice place, to be and until tonight he thought he was basically alone in the world, that he was the only one with powers.  
  
"Can I talk to you alone?" He asked. Xavier nodded and they moved to the far side of the roof. "Okay I'll admit I'm tempted, but there are a few things we need to discuss." Peter said seriously. "First off, I'm not giving up being Spider-Man."  
  
The Professor was surprised at this. "Look I know you don't like it, but I made a promise to use my abilities to help others. I respect what you're about, but I can't sit back and let others suffer...I did that once and it cost me."  
  
Xavier was concerned about the tone in his voice at that last part. "What happened?" He asked Peter.  
  
Peter sighed. He told him about how his family needed money so with his powers he went into wrestling, he him about the thief, how he didn't stop him and about what happened to his uncle and what he found out the killer was the same thief he let go earlier.  
  
Xavier listened to all of this and could see his reasons for all of this and to be honest he couldn't blame the youth. He knew now that no matter what he said he couldn't talk him out of this life. "Alright I see you're point I won't stop you but I will have conditions of my own."  
  
Peter nodded. "There's one more thing, and it might be even more hard seeing that it could make all of this mean nothing...I want to bring my aunt with me when I go."  
  
Xavier was surprised once again. "Why do you want that?"  
  
"Well if I do go, I have to tell her everything, plus...if I left she would be all alone, we're all the family each of us has left, and I don't want her to be all alone in that house, plus I don't know how much time she can afford to live in that house. With my uncle gone...well...we're barely getting by."  
  
Xavier smiled at the young man's responsibility to his family. "I think that can be arranged."  
  
Peter smiled under the mask once again. "That's good, I just hope she agrees to this, plus knowing her she'll want to meet you first before she says anything."  
  
Xavier nodded. "Of course." He reached into his coat and pulled a card and gave it to him. "Please use this to call me."  
  
Peter took it and looked at the card. "Thanks."  
  
They went back to the others. "Well?" Logan asked.  
  
"We have to meet his aunt, but after that I believe Mr..." Xavier looked at Spider-Man.  
  
"Man." He said.  
  
Scott raised an eyebrow. "You're last name is man?"  
  
He shrugged. "Yeah it comes after the dash after the Spider." Peter joked. Which only annoyed Scott, but Rogue actually smirked slightly. Seeing the look he got from Logan he knew joking was not the right approach at this moment.  
  
"Okay-okay." He said and pulled off his mask. The others saw a boy of about eighteen with brown hair and eyes. "My name's Peter, Peter Parker."  
  
They all introduced themselves to Peter and he felt slightly better as he went home that night. Like he had found people who could understand him and maybe even a place where he could belong.  
  
He went into this room and then there was a feeling of impending doom. 'Now tomorrow I have to tell Aunt May...oh joy.' He thought. He was not looking forward to that conversation, not at all.  
  
The next morning Peter woke up and at first stretched out and was glad for the new day, then he remembered what it was he had to do today and cringed. Because he was still out for school for the winter break he couldn't put it off until later.  
  
"I guess I better get this over with." He said to himself. He got dressed and noticed that he slept in until eight-thirty. "At least while on break I can sleep in and not worry about class in the morning."  
  
He finished dressing and went to the kitchen and fixed himself some cereal he noticed a note left by his aunt that she would be back after picking up some stuff from the market. "Great more waiting." He muttered, after his breakfast he went to the living room and sat down on the couch, trying to think of a way to even begin with this talk.  
  
He's have to start from when he got his powers, but he was also worried what her reaction would be to uncle Ben, and his role in his death. That was going to be the worst of it and he knew it.  
  
Before he knew it the front door opened and his aunt was coming in. He rushed over and helped her with the groceries. Even though he was in her early sixties she could still handle herself, but he wanted to help her.  
  
"Why thank you Peter, I'm always glad to have your help." She said to him.  
  
Peter smiled slightly but it was forced. "Aunt May...we need to talk."  
  
She looked at him concerned she knew something was wrong, Peter had been different for a while now, and she at first suspected it had to do with Ben's death, but he seemed to be better now like she was after it. Although she knew it still hurt him just as much as her.  
  
"Okay dear, let's sit down and you tell me about what's going on." She said, she never in a million years would have guessed what Peter was about to tell her.

* * *

**NEXT UP CHAPTER 4: TALKS WITH AUNT MAY**


	4. Talks with Aunt May

**SPIDER-X**

**CHAPTER 4: TALKS WITH AUNT MAY**

May listened as Peter told her everything, the incident that gave him his powers, what he was doing with them. At first she didn't believe him, but then he flipped himself to the ceiling and sat there.

After he revived her from fainting he continued on, then he got to the part about Ben and his killer. He told her how he caught the guy but also about how he let him get away which was before Ben was killed.

May was angry she couldn't be, not after her own guilt. "Peter, it wasn't your fault. What you don't know is on that night Ben and I had an argument. He went out to the porch to cool off and then...then I heard the shouting then the shoot." She wiped away the tears from her eyes. "I saw the man run away and I saw Ben there, and the only thought going through my mind was...this is all my fault."

Peter took his aunt's hand in his, Peter's own eyes misty from the events of that day. "It wasn't you, if I hadn't had that argument, he wouldn't have gone out there, he wouldn't have been made a target by that man."

"I...I think we both have reasons for guilt aunt May." Peter said quietly. "If either one of us did something different that night he would still be here I guess, it's just...I still wish I had done something, anything that night other then let him get away."

Aunt May squeezed his hand. "So do I." She said sadly. They stayed like that for a minute just being there for each other. "Peter...thank you for trusting me with all of this, I know you're parents and Ben would be proud of what you're doing with you're gifts."

"I've seen the papers about this 'Spider' character and they all say he's done nothing but good things. Although I won't lie to you, it terrifies me to think of you out there all alone." Peter shuffled a little and she caught it. "Peter...what is it?"

"Well...I may not be exactly...alone." He began. "You see there something else I wanted to tell you."

May's face suddenly fell at that. "Oh dear Lord now what?" She said slightly worried and the fact that she was still trying to get over everything he had just told her.

"You see there are others out there with abilities like mine..." He bagan.

**15 MINUTES LATER**

"So there are another type of people in this world called mutants that have powers, and this Charles Xavier wants you to go to his school where he trains these children to basically how to use them properly and for the right reasons." May said surmising everything Peter had just told her.

"Pretty much yeah." He said. "I mean I thought I was alone in the world that there were weren't anyone else that could relate to me...but it turns out there are."

May couldn't fault him for wanting to be accepted by others. She knew he didn't have many friends at school and if there were others like him, maybe he would finally be in a place that would accept him no matter what.

"Well you were correct in tell this Xavier man that I would want to talk to him about all of this, but why did you say you would join only if I came Peter?"

Peter looked seriously at his aunt. "Aunt May I know things are tough right now with uncle Ben gone. I know you're straining what's left of the saving to make ends meet, and I couldn't just let you live here all alone. You're the only family I have in this world, and I don't want to be without you."

May was touched by her nephews concern for her, and he was right it was tough lately with everything, and if he did leave she would be all alone in this big empty house. "Peter you shouldn't worry about me, I'll be fine."

But he didn't buy it. They talked about this for over an hour and when May knew he wasn't going to flinch on this, she knew she also had to agree. She also knew this was most likely the best thing for him also.

"Well fine then...so you might as well call their Professor so I can meet the man." She said after admitting defeat.

Peter got a huge smile on his face and hugged his aunt while he had the call.

It was later in the afternoon when a limo pulled up to their house. Xavier exited it as well as Ororo and Rogue and Scott. Logan was still back there since Xavier thought he wasn't the social type and also to help keep an eye on Ray who had returned from his trip to the Morlocks.

Xavier knew about it since he also knew Ray's family disowned him and had spent time with them. He had kept that part of his past to himself as Ray asked and knew that the boy would want to return to those that first took him in for the holidays.

When he arrived at the small yet comfortable house he couldn't help but smile. In the show with all the decorations it looked like one of those homes you would see in the holiday specials, all inviting and warm.

When they reached the door, with thankfully had no steps for his wheelchair Ororo rang the bell. They were greeted by a woman with gray hair and slightly thin, yet had a warm aura around her. She smiled kindly at them. "I take it you're Mr. Xavier." She said to him.

He nodded. "Yes I am, and this is Ororo Munroe, and two of my students, Scott Summers and Rogue."

May gave Rogue a curious look. "Just Rogue dear?"

Rogue looked a little uncomfortable. "Well...ah prefer it." May nodded and let them in. Peter came own the stairs smiling at the arrivals. "Hey guys glad you could make it."

They all gathered together in the living room, the Christmas tree still up and May had already made tea for everyone. She, Xavier and Ororo took it while the other three didn't take any.

After a few pleasantries May got right down to it. "So if I may ask what is it that you all can do? Peter told me what he can do but what exactly are the powers of a mutant?"

Xavier smiled slightly. "Well it's different for each person. For myself I'm a telepath, Miss Munroe here can control the weather, but not all mutations are easy to control. MR. Summers here has to wear special eye wear to control his powers."

Peter looked at Scott and ever since he had met him wondered why he wore those red glasses. "I take it the lenses are made of a special material?"

Scott nodded. "Yeah ruby quartz, otherwise whenever I'd open my eyes I'd send a blast of energy, powerful enough to punch a hole in a mountain."

"Whoa." Peter said and made a mental note to avoid that in the future. Then he turned to Rogue next to him. "What about you?"

Rogue looked a little saddened before starting. "Well like Scott ah can't control it, and whenever I touch someone with mah skin ah absorb their life energy, powers, and even memories."

"So if I touch you you'd get all my powers?" Peter said intrigued.

"Well for a short time yeah, but if it's too long ah could drain ya and possibly leave ya in a coma." She said with a look of sadness in her face.

"Oh dear, I'm so sorry to hear that." May said and turned to the Professor. "Are you trying to also find a way to help her with that?"

Xavier nodded. "Yes but it's not easy, but I do have hope that one day we will find a way for Rogue to touch again." Rogue seemed to brighten up a little at the Professor's optimism.

May had a new respect for Charles and could feel that this man was truly genuine in helping these children. "Well I think we have a few things I'd like to discuss now, Peter why don't you show you're two friends around, while we talk a few things out?"

Peter was going to ask why, when he caught the look his aunt was giving him. She wanted to speak to him alone and wanted Peter not to overhear. He knew that he also shouldn't argue the point. "Uh...sure, come on guys."

Rogue and Scott gave each other a questioning look but went with him. Peter took them to his room before Scott spoke up. "What was that about?"

Peter shrugged. "I guess she wants to talk about something she doesn't want me to know about and this is her polite way of getting me out of the way while she does." The two seemed to understand the situation.

They looked around Peter's room. It was kind of small but comfy at least. "Nice room." Scott said nervously unsure of what to say.

"Uh, thanks." There was a little silence after that before Peter spoke up again. "You got to love these awkward silences." Both Rogue and Scott smiled at his attempt to lighten the mood.

**NEXT UP CHAPTER 5: THE DECISION**

What will May say to the Professor, well in the next chapter we will find out.


	5. The Decision

Fire inu: Yeah I know, I like it, hopefully they'll R&R my past works too.  
  
Evosmylife: Yeah they don't go into great detail about that so I filled it in, but don't expect any yelling, it's just not her thing.  
  
RealityDreamer: Yeah I know that's one of the reasons he's my favorite Marvel character. And I'm trying to get a new chapter but I got a little case of writers block on it, I will try and get one out hopefully sometime this week.  
  
evilraven: Hey thanks, man there are a lot of people that want to see Peter and Rogue get together.  
  
Red Witch: Glad you like it, and I hope I don't disappoint you.  
  
The Uncanny R-Man: Well not Venom at least not until I introduce the symbiote, and you might see a little thing later with other characters.  
  
Oceanbang: Trust me I got a lot planned for him while in the X-Men.

* * *

**SPIDER-X  
  
CHAPTER 5: THE DECISION**  
  
While in his room Peter talked a bit to Rogue and Scott, basically what it was like at the Institute. They told him about some of the others, and the training, and the fights they had a tendency to get into with the Brotherhood. When they got to that, they went into detail about Magneto and Mystique.  
  
"Well, I guess there had to be a down side to all of this somewhere." Peter said. Rogue nodded in agreement.  
  
Scott found a picture of a young boy and two adults on a shelf. "Hey Peter who are these people?"  
  
Peter looked over to see what Scott was looking at, and his sudden good mood change slightly to a more sad look. "That's me, and those were my parents."  
  
"Were?" Rogue asked not liking the sound of that.  
  
Peter nodded. "Yeah...they died in a plane crash when I was a kid...I barely even remember them now, and ever since then my aunt and uncle raised me. That's my uncle there in the picture next to it...he died a few months ago."  
  
Rogue and Scott couldn't help but feel sad for his misfortune in life. "Yeah I know the feeling...I lost my own parents in a plane crash in Alaska." Scott said to him. Peter looked at him and they shared a look that only two people who had experienced a great tragedy could have.  
  
Rogue felt a little uncomfortable then and looked around some more. She opened the door to find a small bathroom, but in the corner was a small table with some kind of machine on it. "Hey Peter what's this?"  
  
Peter went to the door and smiled proudly. "That's something I used to develop my film."  
  
"Ya take pictures?" Rogue asked intrigued.  
  
Peter nodded. "Yeah, you see there's no window in hear and with these things I put on the sides of the door, and when I replace the light up there with a red bulb this sort of becomes my own personal dark room."  
  
Rogue looked around it again. "Nice. Ya got anything ya could show us?"  
  
Peter got a huge smile on his face. "You bet." He went back into his room and dug through under his bed and pulled out a shoe box. He opened it and they saw it was full of photos. "I've been meaning to put them into a book but well, I haven't had the time lately."  
  
They could understand seeing they knew about his other work at night. They looked through the pile, and they were impressed by what they saw. Then Rogue looked at a picture of Times Square only it was from a very dynamic angle. "How did ya get this shot?"  
  
Peter looked at it. "Oh that, I took that hanging from my feet upside down."  
  
Both Rogue and Scott looked at the image. "Ya know, if anyone else told meh that ah would think that was weird, but knowin' what ya can do ah'm not that surprised."  
  
While downstairs May had been talking to Xavier in great length about the school and what they did. She didn't like the sound of this Danger Room were they trained, but given what Peter normally did it was actually sounded less dangerous, but only slightly.  
  
"Well then I know Peter wants me to come and I have to agree he made excellent points, it's just that I don't want to be a freeloader there." May confessed to them.  
  
Ororo smiled. "Not at all, with all the children believe me we could use all the help we could get there, besides me and the Professor, there's only Hank and Logan. And four people is hard enough looking after fourteen kids."  
  
"Oh my, you have that many?" She said surprised.  
  
Ororo nodded her head. "Yes and believe me you would be welcomed for anything you could do to help."  
  
"Well then it's nice to know that I can be of some use." She said smiling then she turned to Xavier and her expression suddenly changed to a very serious expression. "Now I know you talked to Peter about him being Spider- Man, I know I can't talk him out of it, and I doubt you could either."  
  
Xavier nodded gravely. "Yes, and I know the reasons for his decisions, and I find myself not blaming him for his chosen path in life."  
  
She nodded her own understanding. "Yes I know. But if he is going to still do this I want you're help in not only making sure he's safe, but I also don't want him to be out all night all the time. If he's going to be living with you I want you to make him understand that you are not going to stop him, but he must not run himself ragged all night either."  
  
"I quite agree with you on that point." Xavier said. "And with you're help we might be able to convince him of that too."  
  
"Well then I'm glad we agree on that." She said pleasantly. She knew she may not be able to stop him, but she could try and make sure that he didn't drop dead from exhaustion either.  
  
Back in Peter's room they were talking some more. "Hey Peter I got to ask, are you into mechanics or something?" Peter gave him a confused look. "I mean this stuff." Scott said pointing to a small tool kit.  
  
"Oh that, I use that for my web shooters." He said.  
  
"You're what?" Scott asked.  
  
Then Peter pulled open a drawer and pulled out a box hidden under some clothes. He opened it and they saw his Spider-Man costume in it, a belt and two gauntlet type things. He put one on, and using his two middle fingers pressed a small button on the palm. They were amazed to see the webbing shoot out.  
  
"You mean you don't make that?" Scott said. Peter shook his head.  
  
"Where did ya get those?" Rogue asked looking at the other one.  
  
"I made them myself." Peter could see that they were impressed. "Here let me show you how they work." Then he placed the one Rogue had on her hand. "Now press down gently and increase the pressure slowly, they will only fire at a certain type of pressure, that why they don't go off all the time."  
  
Rogue did as he said and then suddenly a stream of webbing shot out. "Whoa. That's so cool."  
  
(You three can come down now.) They all suddenly heard the Professor say in their heads. Peter was completely shocked then looked at them.  
  
"Do you get used to that or is it always creepy when he talks in you're head like that?" Peter asked.  
  
"Ya do get used ta it, but it's still creepy." Rogue told him. The three of them gathered downstairs in the living room Peter was nervous since he was hoping everything would turn out all right.  
  
"Well Peter, Mr. Xavier and I have discussed it." His aunt said and paused for a moment. He wasn't sure whether she was preparing herself or just making him more nervous on purpose. "And I think it will be a good idea for you to live there, and if you won't go without me, then...I guess I will go with you as well."  
  
Peter was beaming at that moment, even Scott and Rogue smiled since they were begging to like Peter in the short time they had met him. They spent the rest of the time going over the details. Peter and May would be moved in since Peter had to transfer schools the Professor would arrange it and to contact a moving company to help with anything May wished to bring.  
  
It would take a couple of days, and Peter was glad, since it would give him the time to say goodbye to the few friends he did have around here. Then he would start his new life, and to tell the truth, he was looking forward to starting again with a clean slate.

* * *

**  
NEXT UP CHAPTER 5: MOVING ON**  
  
Peter says goodbye to friends and moves into the Institute next time. 


	6. Moving on

supergirlhv: Yeah I know I would ant one of those too.  
  
Agus y Moony: Sorry I don't peak Spanish, only English and a little French.  
  
Sparky Genocide: Mainly general but it has it's roots in the comics. I'll be using a little of the MTV version of Max Dillian and he'll go to the Brotherhood in a later chapter.  
  
Sparky Genocide: Maybe, but I have him planned on a little later, and he'll really show up when mutants gets exposed to the world. PS don't forget to check out my other fics and tell me what you think, I'd like you're input on them too.  
  
RealityDreamer: Yeah well I have no life at the moment, and I'll be working on the new chapter right of this moment.  
  
yae yang: Yeah I thought so too, but Ray wasn't there you miss read it, he's back at the Institute, with Hank and Logan.  
  
Red Witch: Like I would ever stop, the only thing that could stop me is death or blindness, both of which I hope never happens.  
  
The Uncanny R-Man: Damn you got both of them right on, well I hope you don't see someone else I plan to bring in much later.  
  
Oceanbang: Yeah, and there is someone else he has to say goodbye too also.  
  
Ruby: Yeah I know, aren't they.

* * *

**SPIDER-X  
  
CHAPTER 6: MOVING ON**  
  
It was two days later and Peter and May had spent the time packing up. He had already took all the Christmas decorations down and put them away and they had most of the rooms backed up and ready to go.  
  
The movers would be there tomorrow and he was already dreading the last thing he had to do. To say goodbye to his two best and only friends from high school. He had called them earlier and told him to meet him at the nearest mall they usually hung out at. He told them he had to talk to them about something important and left it at that.  
  
It wasn't something you talk about on the phone, it had to be done in person. He told May where he was going and she seemed to understand why he had been a little down then entire day.  
  
It took a little walk and a bus ride but he got to the mall a two in the evening. He walked to the big giant clock surrounded by benches. He said he'd meet them there and wasn't looking forward to it. He knew they might still keep in touch but, then again they most likely would drift apart.  
  
"Hey Peter over here." He turned to see Harry and MJ waiting for him. Harry had been his best friend for years, and MJ...well he was actually attracted to her but he never got the nerve to ask her out, since it might ruin the friendship they had. 'I guess I'll never know what could have been." He thought getting a little depressed.  
  
He waved and tried to smile but he guessed it must have been too obviously forced because their faces fell and he could see concern on their faces. "Peter what's wrong?" MJ asked.  
  
Peter dropped the smile and sighed. "Guys...let's sit down I got something to tell you all." They sat down on one of the benches with Peter in the middle. "Guys, I got accepted to this school in Bayville for gifted youngsters...and...well it's a great opportunity for me, so I'm going."  
  
They were silent for a moment. "You mean next year right?" Harry asked him.  
  
Peter looked into his eyes and then looked down at his feet. "No...me and aunt May are moving in a few days."  
  
Harry was struck silent. He always considered Peter to be his best friend because he didn't care about how rich his father was, Peter only cared about what he was. MJ on the other hand was heart broken by it. She knew Peter for two years and he was the nicest guy she knew, she hated to think she was losing him.  
  
They didn't speak for several minutes each one just sat there contemplating the end of their tight circle. "Well then." Harry said "If you're going then I say we make this day count."  
  
MJ smiled slightly even if it was a sad smile. "I agree with Harry, Peter. If you're leaving I want to spend the day with you and Harry since...well...we might never get another chance." She said quietly.  
  
And to Peter's joy they did. They spent the entire day together doing what they normally did in a week in a whole day. It would have been a great time for Peter if it wasn't for the fact that this was the last time he might see them. At the end of the day they arrived at Peter's house.  
  
When they saw all the boxes they knew beyond a shadow of a doubt that he was going to leave their lives. MJ couldn't help but shed a tear, Harry looked like his dog had just died. "Man I didn't want to believe it, but you two really are moving." Harry said sadly.  
  
Any good mood was pretty much shot to hell at that moment. Peter, MJ and Harry sat on the couch together May had seen them and knew Peter would want to be alone, so she finished up her packing. The three of them spent the last few hours talking about old times and the best and worst moments they had shared.  
  
Peter was going to miss them.  
  
The next day everything was packed up and ready to be shipped off. Harry and MJ came over to help and to say their final goodbyes. The movers that Xavier had hired came after noon, and after a few hours all the furniture that would be going with them and all the boxes were put away.  
  
May went over to her car and Peter had to say goodbye one last time. "Guys I'll call each of you once I've settled in."  
  
"You better Peter or I'm going to come over there and knock some sense into you." Harry joked and shook Peter's hand.  
  
When he looked at MJ she had a few tears and to his surprised hugged him. "I'll miss you Peter." She said quietly and to his even greater surprised she kissed him on the cheek. "And if you don't call either of us, Harry will have some help when he goes down there."  
  
Peter smiled at them. "You got it."  
  
With that Peter said his farewells to his two best friends in the world. The ride to Bayville was pretty much done in silence May knew Peter wanted to go but hated to leave his friends behind.  
  
When they got to the school both of them couldn't believe it at first. May checked the directions and the address and found that this was the place. She knew the school was large but not a mansion.  
  
Peter blew out a whistle.  
  
INSIDE THE MANSION  
  
Rogue was in her room when Scott knocked on the door. "Hey I thought you should know Peter and his aunt are here." Rogue sat up in bed and smiled.  
  
"Alright ah'll be right down." When Scott left she got off her bed and walked down. She knew they were going to help out with the moving of all their stuff but she didn't mind. With everyone mostly still gone it was far too quiet and boring.  
  
Not too long ago she would have enjoyed the quiet time alone she had with Scott, but she knew he saw her nothing more then a friend, besides he was head over heals for Jean and despite the fact she didn't like her much she couldn't fault her for that.  
  
Besides the past few days alone with Scott proved he wasn't her type anyway. He was cute sure, but he was too rigid and stiff all the time. But Peter on the other hand seemed a little more fun and hopefully they could pass the time until school started.  
  
She groaned to herself there. She was so bored she actually wanted school to start. "Great ah'm turnin' into Kitty." She said to herself. The next thing she knew she would love Saline Dion, pink and say things like, whatever, and like a lot.  
  
When Peter and his aunt came in fro the cold, and boy was it. He couldn't believe the place. There were a few rooms and a staircase in front of them with a huge ceiling with an actual chandelier. For a second Peter though he was in a hotel instead of a home.  
  
"Hey there." Peter turned to see Scott coming followed by Rogue. Well at least he knew two people here, he wasn't so lucky the first day of high school. He shuddered at that memory.  
  
Xavier rolled in with Logan and Ororo and Mr. McCoy. Well Peter had met Hank earlier but May hadn't. In fact as soon as Beast said hello Peter heard a thump from behind her. "Aunt May" Peter cried out. She had fainted again.  
  
Hank rushed over to her and looked her over. Xavier grimaced while Logan looked at him. "I guess you didn't prepare her for him did you?" He said.  
  
"I suppose not." Xavier said.  
  
It took awhile but they moved May to the couch and after a few minutes got over her shock of Mr. McCoy. "I'm terribly sorry about how I acted Mr. McCoy it's just that...well..."  
  
Hank smiled at her and raised a hand. "Trust me I know what you mean sometimes I frighten myself in the mirror early in the morning."  
  
Peter and May were shown to their rooms while the movers unpacked their things into the mansion, while Hank stayed out of sight for the time being, which was find for him he had some test he wanted to get ready for Peter to test him out and to give him a physical.  
  
May was shown to her own room by Xavier since moving wasn't his thing, while Rogue showed Peter his own room. Peter looked on in amazement at the size of it. The suitcase he brought with him, he dumped onto the floor and looked around.  
  
Rogue couldn't help but smile at his reaction. She remembered her own to the room she shared with Kitty. "Well ah hope ya like it, also the Professor wanted ya to know that the French door faces the side of the grounds near the forest that runs to the wall for some reason."  
  
Peter looked out the glass and saw the ground and knew why. It was the perfect place for him to come and go as Spider-Man. "You know...I think I'm going to like it here."

* * *

**NEXT UP CHAPTER 7: ALONG CAME A SPYDER**  
  
This is for you Red Witch. The introduction of Syder, hope you like it. 


	7. Along came a Spyder

Rogue Taiji-ya: Maybe I have no idea how far I will take this fic so it's possible.  
  
celtcath74: Yeah and that's just the stuff I'm not bringing in, Bayville will get a lot more interesting people in it soon.  
  
Sparky Genocide: Yep that Spyder I got her permission and I've always thought it would be neat for Peter to have someone like a little sister and she's perfect.  
  
yae yang: Oh yeah they'll be back and then after that Peter will have his first day at Bayville High.  
  
Red Witch: Sorry Spyder but you are, but at least she will have some fun, plus I think she'll like what I got planned for her.  
  
The Uncanny R-Man: I'm not too sure yet, it depends on how long I make this fic, so the longer it is the more appearances you will see of others.  
  
Oceanbang: Well for good friends I think Rogue, Kitty, Kurt mainly and a maybe a few others, as for rivals I think Max Dillon (Electro) will be one and a few other spidey villains too.  
  
Ruby: Hey why not, FF X-2 has good graphics, even though I'm only on chapter 5, I just got Dragonball Z 2 and have been playing that instead.

* * *

**[AN] The charcter Spyder is from Red Witch and I got her permission to use that character in this fic.  
  
SPIDER-X  
  
CHAPTER 7: ALONG CAME A SPYDER**  
  
It was a few days after the move and things were looking up. May and Hank were getting along, in fact those two and Charles spent a certain hour together mostly because of the same interests.  
  
And she was getting along with Ororo too, who was glad to have another 'mother' figure around. Peter had met Ray during his first day and although the guy had a tempter he though Ray wasn't that bad a guy.  
  
He and Rogue were getting along surprisingly well. She was interested in photography and Peter showed her some of the things he knew, like how to develop film. In fact he had asked Xavier and with Rogue's help they set up a small dark room in the lower levels in a small storage room that wasn't in use.  
  
Peter was glad for that since he didn't have to convert a part of his room or something. Peter still went out as Spider-Man in Bayville on the first night, under certain conditions. First off, on school nights he was supposed to be back by eleven on non-school days they allowed him an extra hour.  
  
They also said that his outings were not to interfere with his studies or the training, which wolverine said he was getting ready to do with him. By the second day Peter had his first taste of the danger room.  
  
Here he was all dressed up in a giant metallic room. The others were in the control room overhead. "Alright Spider, here's the deal you go around the track and try not to get hit." Logan said over the PA system.  
  
Peter gave a salute and he started off. Everyone was eager to see what he could do, even his aunt, who wanted to see what her nephew was like when he wasn't just Peter Parker. They were impressed with his speed and agility. He climbed onto and scaled walls better then Nightcrawler, not mention he flipped over and dodged all the lasers and saw blades.  
  
"Oh my isn't that dangerous?" May said holding on of her hands to her mouth, her eyes wide in fear for Peter.  
  
"Don't worry about it." Logan said. "We got programs that constantly run to check and make sure that no one is injured too badly, if the computer detects something that could be too harmful or even fatal it shuts down the program."  
  
May seemed a little more at ease at that, and they continued to watch Peter run and even swing through the course. He even webbed up a few of the turrets and made it to the end. Everyone looked at the score.  
  
"Damn, that's a new record." Scott said looking at his time.  
  
Logan grumbled something about beginners luck. Then he hit a button. "Let's see his reaction time." Then on the floor one of hazards, horizontal pole on a moving part with a padded end swung out behind Peter but he flipped over it.  
  
Logan and mostly everyone was shocked. "How the hell did he do that? Does the kid got eyes in the back of his head?"  
  
"As a matter of fact, when I gave Peter his physical I asked him about his powers." Beast said smiling, he was one of the ones there were not surprised by Peter's action. "He said he has something called a spider sense that warms him of danger."  
  
"So that's how he dodged all that stuff so easily." Scott said to him. "Man that's a handy talent."  
  
May however was giving Logan a glare at his action. Logan noticed it and was taken aback by it. So far he only saw her as a sweat old lady, but man that look he was getting from her was not something he expected.  
  
He made a mental not to piss that lady off in the near future.  
  
It was later that night and Peter was a little restless. He figured now was the perfect time to check out Bayville from his own unique way. He put on the winter costume he had. He learned pretty fast that it gets damn cold at night in winter, so he had a few different suits made.  
  
The winter one was thicker to keep him warm, except in the palms and feet so it wouldn't interfere with his ability to stick to walls. The other one was thinner all over for hot days, like in the summer.  
  
He opened the French door and closed it. He leaped onto the ground and then into the forest in a few jumps and over the wall. He used the streetlights by jumping on them to get to the taller buildings so he could start using the rooftops and web swing.  
  
He was out for over an hour and barely anything, so far he only stopped a mugging. "Guess Bayville not being as large as New York wouldn't have that big a crime rate." He said to himself.  
  
He was about to call it an early night when he heard shouting. "It went this way!" Peter followed the sound and running from a group of people was what looked like a little kid. He couldn't tell exactly because the kid was wearing a large coat with a hood tightly pulled over the head and face.  
  
He saw the kid run into an alley and he watched from the rooftops, but then he saw the kid ran into a dead end alley. The group walked to wards him slowly. "Well looks like we got it cornered now boys."  
  
"Stay back!" The kid said, only now Peter knew it was a girl, well either that or a boy with a high voice. The group didn't listen and to everyone's surprise she fired webs at them from a hand.  
  
Several of the guys that were hit screamed out in pain. 'Damn, and here I thought I had the market cornered in the spider power department.' Peter thought and got ready to jump in.  
  
The girl ran to a wall and started to climb it but was dragged back down by two of them that had gotten close enough. "Alright you little freak." One of the ones said that grabbed her said.  
  
The girl tried to fight them off and managed to kick one of them in the groin and judo flipped another, but some of the others had gotten up and grabbed both of her arms and held her still. She saw one of them in front of her pull back his arm ready to hit her.  
  
She prepared for the blow but then suddenly a web snagged his arm and he was pulled back several feet. "That is not the way you treat little kids." Came the voice of someone leaping from the walls dressed in a spider suit.  
  
Spider-Man kicked both of the guys holding her and they landed hard into the wall of the dead end. Two of them charged and he webbed their eyes blinding them, then took them out with a couple of punches. The others ran off after that seeing that most of their friends were taken out.  
  
He turned to the girl who seemed completely stunned by his appearance. "Wow...you're like me aren't you?" She said to him.  
  
"I guess, what say we take this to the roofs." Peter said pointing up. He could see her head nod and she crawled up the wall and Peter did likewise only faster and was waiting for her at the top.  
  
"No fair, how did you do that so fast." She demanded.  
  
Peter smiled under his mask. "I got the strength, speed and agility of a spider...don't you?"  
  
"No...I only make electrical webs and can crawl on walls." She said sounding a little disappointed. "Who are you?"  
  
"The name's Spider-Man." He said. "Aren't you out a little late, aren't your parents worried about you?"  
  
She seemed to Peter to get a little saddened by her body language. "They don't care about me...they left me a long time ago." She said quietly.  
  
"Why on Earth would they do that?" Peter said shocked at it. Then she removed her hood and he saw the girl he guessed was about thirteen but what really got his attention was the fact that he skin was gray, so were her eyes and hair only different shades. "Oh." He said, after hearing about what happened to Ray he had guessed her story was slimier to his.  
  
"You got nowhere to go?" He asked her concerned.  
  
"Not anymore." She said quietly and he swore he saw a tear but she brushed it aside. "But I don't need anybody, I can do fine on my own!" She said to him.  
  
"Look kid-"He began.  
  
"Spyder, with a Y so learn to use it." She said to him.  
  
"Alright then, Spyder, look I know you don't know me, but I know of a place where there are other like us, you know those that are different." He said.  
  
"You mean more spider people?" She asked.  
  
Peter chuckled. "Not exactly, but everyone there does has a unique power or ability, it's a nice place and if you really don't have anywhere else to go it's a nice place for you, I mean I just moved there and I already like it."  
  
Spyder seemed to think it over.  
  
"Come on at least try it out, I mean you can't spend the night on the streets, not in winter." Peter urged her. She didn't know what to think, she had been alone for a month and she was tired, hungry and cold. But he was the first person like her, and she felt like he could relate to her.  
  
"Alright, I'll try it." She said. "But if there's any funny business or anything, I'll kick you're butt and split so fast you would think I was never there."  
  
Peter nodded. "That's fair." Then he moved to the edge of the building and moving for her to join him. Then he grabbed her waist.  
  
"What the hell do you think you're doing?" She demanded.  
  
"Just hold on and enjoy the ride." With that he jumped off the building. At first she screamed a little from fright of the sudden jump out off the building, but as soon as he was web swinging she was crying out in joy.  
  
"THIS IS SOOOO COOL!"  
  
Peter smiled under the mask now he just hoped the Professor was listening. 'Professor! You there?' He thought out to him.  
  
(Yes Peter what is it?) He sent back to him.  
  
(Professor, have I got something to tell you.) Peter sent to him.

* * *

**NEXT UP CHAPTER 8: A SPYDER'S STORY**


	8. A Spyder's Story

Fire inu: Thanks, and I did, but that was a long time ago. Try looking for help on www.gamefaqs.com for help, they should have a walkthrough & strategy FFX there.  
  
Episodic: Hey glad you liked it, try my other stuff you might like it too.  
  
johnny p: Thanks and I tried looking for any of your fics, but you forgot to give me a name, and when I looked up Johnny p, it wasn't on the list.  
  
Sparky Genocide: Yeah I can see that too, that's why I wanted her there. As for Flash maybe instead I could take him back to his bully roots and be a friend of Duncan's  
  
yae yang: lol, yeah I know, she may be old but you don't mess with her nephew.  
  
BlackRoseApocalyps: Well I'm glad you could catch a break to read and review and to update your fic Vacation, I read it as soon as it came out.  
  
evilraven: Hm, Roter, maybe but if I did put it to a vote I think everyone wants Peter and Rogue to get together.  
  
Red Witch: I'll work in a little Kitty torture later, plus I changed her past a little since there was nothing much on her, but I tried to stay as close as possible to what you described it to be.  
  
The Uncanny R-Man: lol, goods points you made, although Spyder in the RW fics thinks of Lance as more of a big brother which is where I'm going for it with Peter since they're alike.  
  
Oceanbang: Well it will be interesting I'll say that much about it.  
  
Ruby: Really? Cool, have a good time while you're there.

* * *

**SPIDER-X  
  
CHAPTER 8: A SPYDER'S STORY**  
  
Spyder couldn't believe her day so far. She had been chased and nearly beaten up and here she was swinging over the city streets. It was the coolest thing she had ever done. She began to wonder if she could learn to do this also.  
  
But since her webbing seemed to make her tired and he didn't seem to be effected by it she guessed not. She was wondering a lot about Spider-Man. He seemed all right to her so far. He seemed a lot like her, albeit older, stronger and faster, but she just chalked that up to age.  
  
She also wondered why he wore the mask. Maybe he was gray all over like she was. It would make sense to her. After while when they came to the residential area of the town he started using the street lamps to go over the street and then through a forest.  
  
He took her hand and led her through it and she gasped at where she was going when then exited the woods. There was this huge mansion there and they were going to the back of it. "This...is where you live?" She asked him staring at the building.  
  
"Yep." He said cheerfully. When they got to the back door she saw several people through a glass sliding door waiting for them. She tensed up at the site, seeing as people usually only had two modes when seeing her, attack or flee.  
  
Spider-Man put a hand on her shoulder. "Take it easy, they're friends, and the older lady with the silver hair is my aunt." She guessed if he had family there they would be okay so she let him lead her to the door.  
  
They shook off as much snow as possible and went inside, a bald man in a wheelchair was there and smiled at her. "Hello there Olivia, don't worry we're all friends here, and you're welcome to stay."  
  
Spyder was about to respond when she suddenly realized he called her by her real name. "Hey I didn't tell you my name! How did you know that?" She demanded.  
  
He only raised an eyebrow at her outburst but remained calm. "I am a mutant like you, as are others here. We all have special gifts, mine is telepathy."  
  
"Oh...that makes sense, but call me Spyder, I hate Olivia, but if you must could you at least call me Ollie if you're not going to use Spyder." She said to him, Xavier smiled and nodded.  
  
Aunt May walked up to Spyder and smiled kindly at her. "Well dear since it's late why don't we get those clothes cleaned for you and you can borrow the ones we've set aside, for tonight."  
  
She wasn't going to admit to being tired, but of course like her luck her body choose that moment to give off a yawn, so denying it was out of the question. "Fine." She said sourly.  
  
"Peter why don't you show her to the empty room next to yours." May said.  
  
Spyder raised an eyebrow and looked at Spider-man. "Peter?" She said.  
  
He pulled off the mask and she was a little disappointed that he wasn't gray, but he seemed nice enough to her. "My real name is Peter Parker, I just go by Spider-Man when I'm in costume." He explained.  
  
"That's cool." She said and Peter lead her through the mansion and up some stairs to the top level, down a hallway he opened a door and she was shocked by the size of the room. Her old was wouldn't even be half this.  
  
She went to the bed and saw a small pink shirt that was a little big and some PJ type pants. She picked up the shirt in disgust. "Do I have to wear this?" She groaned.  
  
Peter only smiled. "For now at least, they'll most likely get you some new stuff tomorrow, that is if you're staying."  
  
"I guess for now I am." She said. Peter nodded and closed her door for her to change. She had to admit it was good to get some fresh clothing on, even if the color was horrible. She put all of her other clothing in a pile by the door and she yawned again. 'Might as well get some use out of that bed.' She thought.  
  
It had been months since she had slept on a bed and she had forgotten how good it felt, she was asleep quickly.  
  
Later in the night Peter woke up to the sound of someone crying out. He looked at his cloth and saw it was four in the morning. He got out of the bed and into the dark hallway. He listened and walked around, at Spyder's door he though he heard something.  
  
He opened the door and in the darkness on her room he heard crying. He walked in and closed the door slightly and turned on the light. "Sypder are you okay?" Peter said quietly.  
  
She turned her head from him, but he could tell she had been crying. "Go away!"  
  
He walked over to her bed and sat down next to her. "Spyder what happened?" She didn't answer him. "Bad dream?" Still no answer. "Bad memories?" That seemed to strike a nerve and she seemed to reluctantly nod.  
  
"Tell me about it." Peter said gently dropping a arm over her shoulder.  
  
She took a few sops and began. "It was about my uncle. He raised me since my parents...left me with him years ago. They didn't want me and he did. He...owned this dojo and he trained me and home schooled me. He was the best, then one day the bad men came."  
  
"They were all in black and there were two others that seemed to be in charge. My uncle told me to run, and I did. When I got back...I...I found him. He...he was so still and cold." She began to cry again and Peter held her close.  
  
"I know how you feel." He said to her.  
  
"No you don't! How could you?" She said angrily to him.  
  
Peter wasn't phased by the outburst. "I lost my own uncle not too long ago. You see my parents died when I was younger then you were and my aunt and uncle raised me. Not too long after I got these powers I used them in wrestling but there was a thief there who I let get away."  
  
"Back then I was only out for me, and didn't take the words my uncle told me to heart. He always told me that with great power comes great responsibility, but I didn't listen. Later that night when I got home I found out about an attempted break-in and my uncles was shot and killed."  
  
Peter stopped for a moment to compose himself. Spyder who was cradled in his arms was silent as she listened. "You see I found the guy who shot him, it was the same thief I let go."  
  
Spyder was struck silent by this revelation. Now she regretted her outburst with him, and she hugged him close. "Does it go away? The Pain?" She quietly asked.  
  
Peter thought about lying to her but he couldn't. "No it won't. But it's not supposed to, if you feel the pain, then that means that you really cared about those people and you know they truly mattered to you in life. The pain will always be there, but it does get better with time."  
  
"Really?" She asked him quietly.  
  
"Yes it does. That's what my aunt May told me the day my parents died, and she was right. It will take time but it will get better." He said to her rocking her gently. After awhile of silence Peter checked on her and found her sleeping.  
  
Peter smiled to himself and tugged her back into the bed. "Sleep tight skirt." Peter said smiling down at her. He went to the door and turned out the light and went back to his room.  
  
When he got there he sat down on the bed and thought about what he had learned. It was a shame something like that had to happen to someone so young, it was a shame anything like that happened at all to anyone actually.  
  
Peter lay back onto the bed and looked up into the dark ceiling. He too still had nightmares about his uncle's death from time to time, he didn't blame her for it, and he suspected she would have them for a while.  
  
Peter yawned out. He was supposed to have a training session tomorrow morning and would need the sleep.

* * *

**NEXT UP CHAPTER 9: SPYDER'S DECISION**  
  
Well, will she stay or leave folks? 


	9. Spyder's Decision

Supergirlhv: Well you're not alone in that.  
  
yae yang: Well I guess we'll find out won't we.  
  
evilraven: Looks that way, and Flash Thomson was someone Peter knew in high school who used to bully him and others around.  
  
Red Witch: Thanks, glad you liked it.  
  
The Uncanny R-Man: I figured since their powers were similar my not their history.  
  
Episodic: Well I'll do everything but that life savings part, how's that?

* * *

**  
SPIDER-X  
  
CHAPTER 9: SPYDER'S DECISION**  
  
When morning broke at least for Peter it was in the form of Scott shaking him awake. "Come on, we got an early session before breakfast this morning, and you don't want Wolverine to come and get you."  
  
Peter mumbled something incoherent as he got up and rubbed his eyes. He looked at the clock. It read 6:30. He contemplated going back to sleep but he knew Scott was right, he didn't want Wolverine to come and drag him out.  
  
Scott looked at him. "Didn't you sleep well last night?" He asked seeing how he looked.  
  
Peter yawned. "Uh...just getting used to the bed, you know?" He said to him, he figured Spyder wouldn't want anyone else to know about last night so he kept his mouth shut about it for now.  
  
He got dressed in his Spider-Man suit and tugged his mask into the belt he had under the shirt as he went to join the others. He arrived at the doors of the room to see Ray, Scott, and Rogue there all suited up.  
  
Ray was leaning against the wall sleeping, Scott seemed too alert for Peter's tastes. "Ya gotta love morning people.' He thought sarcastically to himself. He saw Rogue there also with a not too pleasant look on her face about it either.  
  
He took a minute to really look at her in her uniform. Last time he's seen her in it, it was at night on that roof, but in the light he had to admit she looked damn good in it. He pulled on his mask as he got closer, thankful it hide where his eyes looked.  
  
Rogue nudged Ray awake and rubbed his eyes, then he saw Peter for the first time in his costume. "Hey, how come he gets his own suit?" He said.  
  
The door opened and they saw Logan in there waiting for him. "Come on in kids, we're wasting time here." He said to them and they filed through. Rogue was the last to enter right behind Peter.  
  
She didn't know why she did, but she couldn't help but check him out in his suit, it seemed a lot more skin tight in the light and really didn't leave much to the imagination. She had to admit he seemed in really good shape too, but she composed herself as Logan began to explain the morning routine.  
  
Half and hour later Spyder woke up to a knocking sound at her door. She rubbed her tired eyes and looked around. She forgot where she was for a moment then it all came back to her. She left the bed and opened the door and saw Peter's aunt outside waiting for her.  
  
"Good morning, I thought you should know breakfast is will be ready soon, so I though you should wash up now, while I take your clothes to the laundry room for you." She said to her.  
  
"I'm fine, I don't need to wash up." Spyder said, but then she got a look from the older lady that said it wasn't an option. "Alright, alright I'll do it."  
  
May's smile returned and led the young girl to the bathroom. "When you're done come on down for some breakfast." She told the young gray girl and left her to it. Spyder looked and saw a few towels already set out and shrugged. It had been awhile since she felt some sense of being clean.  
  
After a little while she came out drying her long hair. She had to admit if felt good to get all that dirt, grime and other not so pleasant stuff off. She put the towel in a hamper next to the door figuring that's where it went.  
  
She went down stairs and was looking for the kitchen when she caught the sent of cooking food. Her stomach growled immediately, it had been awhile since her last decent meal. She followed the smell and found the kitchen.  
  
What she saw immediately stopped her in her tracks. There in front of her was a big blue hairy man sitting at the table drinking coffee. He noticed her and smiled. "So you must be the young girl Mr. Parker found last night. "I'm Mr. McCoy or Beast for obvious reasons." He said to her smiling.  
  
Spyder just stared at him for a moment. "Wow, the cookie monster IS real." Beast looked a little annoyed and then she heard laughing and turned to see a very tall and dark skinned woman, with long white hair who had a hand over her mouth trying not to laugh.  
  
"I-I-I'm sorry Hank, but you have to admit, you-you DO look a little like him." Ororo said struggling not to laugh while talking.  
  
"Cute kid." He muttered and took out the paper and started reading. Ororo then introduced herself to Spyder and she placed a plate of food in front of her when she sat down. It looked great, especially considering what she had to eat the last few months.  
  
Halfway through she noticed the others stagger in, looking a little tired. "What happened to you guys?" She asked them. The students minus Peter of course and Rogue since it was Kitty's shirt Spyder was currently wearing and since Rogue shared Kitty's room they had asked her for something she could wear and had explained it to her. The others were shocked to she her since no one had told them about her.  
  
"Who's the brat?" Ray said standing next to her. To bad that was a poor choice of words since she kicked him in his shin for it. "Ow! You little!"  
  
"Ray!" Storm warmed him.  
  
"But she kicked me!" He said.  
  
"No I didn't." She said sweetly and gave Ororo her most innocent look.  
  
"Ray why don't you sit over there for now." Ororo said to him, pointing at a seat far away from her.  
  
Rogue smirked. "Ah think ah like this kid already." She said sitting down at the small kitchen table with her. Peter joined her after grabbing a plate for him self and a glass of milk.  
  
"I guess no one told you guys what happened last night yet huh?" Peter said to them. Ray, Scott and Jean looked to Peter for answers. He told them everything that had happened last night and his meeting Spyder.  
  
"So...Spyder. Are you staying?" Scott asked the younger girl.  
  
She had been thinking about it while taking the bath upstairs and she had to admit, it was nice to have a roof over her head, nice clothing, and hot food again. It was a lot better then on the cold streets, always on the move and usually going hungry.  
  
"Well I guess so...at least for now." She said trying to sound tough and in control. "Anyways why do you guys look so tired in the morning?"  
  
"Danger Room." Scott told her. "Logan thought it would be a good idea for an early morning training session."  
  
"Yeah, it's basically this large room with all this stuff like lasers, saw blades, and other hazards used for different training exercises." Peter told her.  
  
"Really? That sounds so cool, why didn't I get a chance?" She said looking around for an answer.  
  
Ororo came up to her. "Well we thought you should get settled in first, and Hank wanted to give you a check up to see how healthy you are first."  
  
"I guess that makes sense." She said although not entirely happy about it.  
  
"Well look on the bright side." Storm said to her. "Since you'll be joining us, I'll be taking you to the mall for some new clothed for you to wear once your old ones have been cleaned up."  
  
"Ya mind if ah join in? Ah wanted to check out the CD store for tha after Christmas sales, since certain stores mark down some stuff." Rogue asked.  
  
Ororo nodded. "Sure as long as you help out with Spyder."  
  
"Fahne." Rogue said.  
  
"Say isn't Jean, Kurt and Kitty due back today?" Scott asked.  
  
"Yes Kurt's plane is due to land in a few hours, Logan is going to get him and Jean will take a cab back to the Institute latter today also." Ororo told him.  
  
Scott seemed to brighten a little up at the mention of Jean getting back. Peter noticed it and wondered if there was anything going on between the two, he'd asked Rogue later about it.  
  
"So how many students are here or are usually here?" Spyder asked.  
  
"Not including Peter fourteen." Ororo said to her.  
  
Spyder was surprised at that. "Wow...any my own age or I'm I going to the youngest?" She said crossing her arms.  
  
"No I think Jamie is your own age, but you two will be the youngest." Scott said to her.  
  
"Great." She muttered.

* * *

**NEXT UP CHAPTER 10: THREE FRIENDS RETURN**


	10. Three friends return

Celtcatch74: Not really envious more like there is finally someone else he can 'hang' with.  
  
Malciah: Spyder is an OC that I borrowed from Red Witch, don't you read author's notes? I put it on there in bold you really shouldn't skip those.  
  
Sparky Genocide: Kind of, I'm thinking more of an annoying sister kind of thing.  
  
Rogue Taiji-ya: Actually the ages work out like this (and in my AGU series too) Jamie/Spyder-13, Jean/Scott-19, Rogue/Peter-18, Kurt/Kitty/-17, Rahne- 14, Jubliee/Roberto-15 Bobby/Sam/Amara/Tabitha/Ray-16  
  
Oceanbang: Yes interesting is the right word for it.  
  
evilraven: You know it, now we just have to see if anything comes from it.  
  
Red Witch: Yes there will be a little of that too.  
  
The Uncanny R-Man: I would have to agree with you.

* * *

**  
SPIDER-X  
  
CHAPTER 10: THREE FRIENDS RETURN**  
  
Sypder, who had gotten her clean clothing from May was walking to the front doors were Ororo and Rogue were waiting for her. Then a thought that was bugging her all day she just had to ask.  
  
"Guys, if mutants are supposed to be a secret how can I go out like this?" She asked pointing to her face.  
  
"I believe I have something to remedy that." Spyder jumped slightly and saw the Professor coming out of another room. 'For a guy in a wheelchair he's awfully quiet.' She thought.  
  
The Professor smiled at her and she wondered if he 'heard' that. He handed her what to her looked like a watch, she just stared at it confused. "This is a holo-watch." The Professor began to explain. "One of our other students wear it to blend in, in your case it will hide the unique color of your skin and hair."  
  
She was wide eyed for a moment. All her life she had to stay inside and away from others because of how she looked. She put it on quickly and after the Professor showed her how it worked she turned it on. She looked around for a mirror and found one.  
  
She looked at herself and gasped. She looked normal, her skin was pale and not gray, her hair was blond, but her eyes were the same color. She didn't mind that, she liked her eyes that color, then while studying herself she frowned.  
  
"Is something the matter?" Xavier asked her.  
  
"Could you chance it to make me a brunette instead, blond isn't my color." Spyder said to him. Xavier smiled and nodded and after a minute of adjusting it she looked back at the now chestnut color hair she had.  
  
She smiled. "Much better." She walked over to the others waiting.  
  
Ororo looked at her hair, it was a bit too long and wild too. "I think we should see if we can get you a hair cut too."  
  
"What? Why?" She moaned.  
  
Ororo raised and eyebrow. "When was the last time you got it cut?"  
  
She thought about it. "Three months at least." She said considering it had been that long maybe they were right, she was just used to how her uncle had always done it. Another thing she missed in her old life.  
  
They three of them then set off to the mall for Spyder and as they were pulling out in Ororo's car they saw Logan in the van pulling in. "Ah guess Kurt's back." Rogue said from the passenger seat.  
  
Up in his room Peter was sitting down giving his web shooters a check up. He liked to give them a cleaning and a once over whenever he could so that they continued to work well and lowered the chance of a miss fire.  
  
There was a knock on the door then. "Yeah it's open." He said. Scott walked into the room.  
  
"Hey Peter I...where are you?" He asked looking around.  
  
"Up here."  
  
Scott looked up and was surprised to see Peter sitting on the ceiling. "Is that...normal for you?"  
  
Peter shrugged. "It's kind of comfortable and relaxing, but it's also challenging too."  
  
Scott blinked a few times under his shades. "Uh...okay...anyways I thought you would like to meat Kurt he just got back."  
  
"Sure thing." Peter said and suddenly fell to the ground and landed on his feet. Scott sook his head a little at the stunt and motioned for him to follow. Scott led him down a few halls and stopped at a door.  
  
Scott knocked and Peter heard a German accent said enter. When Peter entered he was amazed at the sight of Kurt. Seeing Hank and the pictures of the others, especially Kurt, help to prepare him but it was still a little of a surprise to actually see him in person.  
  
Kurt seeing the new guy smiled and extended his hand. "Hi, I'm Kurt, who are you?"  
  
Peter didn't hesitate to shake the boys hand. "I'm Peter Parker I just got here alone with my aunt May a few days ago."  
  
"You're aunt is a mutant too?" Kurt asked.  
  
"Uh...not really it's kind of complicated." Peter said to him scratching the back of his head, slightly embarrassed.  
  
Kurt shrugged. "Vell at least you got family here, but I have to ask. Vhat are those?" He said pointing to the equipment on Peter's wrists. Peter looked down and had forgotten to take them off.  
  
"Oh these? These are what I call my web shooters." He said smiling and demonstrated by firing a web onto the ceiling.  
  
"Vhoa, zat's cool...but uh, how do I get rid of it?" Kurt said looking at the webbing on the ceiling of his room.  
  
Peter smiled. "Don't worry about it, in about an hour it disintegrates leaving nothing, kind what some spider webs do actually."  
  
"Vell zat's a relieve, so vhat are your powers or do I even have to guess?" He said smiling and pointing at the webs. Peter smiled at him and back flipped onto the wall behind him staying there.  
  
"Cool." Kurt said and leaped onto anther wall. "At least now I got somezone to hang out vith." He joked.  
  
(_Scott I thought you should know Jean has just arrived_.) Scott heard the message sent by the Professor. He broke into a smile. "Sorry guys Jean just got here, I better go and help her with her bags."  
  
As he walked off Peter raised an eyebrow at him and turned to Kurt. "Is there something going on with him and this Jean girl?"  
  
Kurt laughed. "Ja, he likes her, but she's dating this jerk Duncan and she has no idea zat he likes her, and zey have been friends for like years."  
  
"Man sounds a little like my old life." Peter said. Kurt gave a little confused look so Peter explained. "You see there is, or was this girl back home that I was friends with but I, well...you know, liked her, but never got the courage to say so, cause it might ruined the friendship."  
  
Kurt nodded in sympathy. "Ja, I can relate, I used to have a crush on a girl here named Kitty, but zat vent away and now we're friends, and I like it like zat. So vhat vas zis girl like?"  
  
"Well you know, tall, good looking, green eyes, long red hair." Peter began but was cut off by Kurt's laughter. "What?"  
  
"Come on I'll show you." He said to Peter and they both left the room. Peter followed him to the top of the stairs and then Kurt pointed. Peter saw Jean for the first time and understood why Kurt had laughed.  
  
"Looks like you and Scott had somzing in common too." Kurt said with a smile.  
  
Peter just shook his head at it all. 'Either him and me have the worst luck in the world or there's something about red heads that make guys like us just so unlucky.' Peter thought to himself.  
  
A couple of hours later Spyder and the others had returned from the mall. She immediately went up to her room and put away all the cool stuff she had gotten. She never had the chance to go out like that before and had loved every minute of it. She looked at her reflection.  
  
She had to admit that even the haircut wasn't that bad. Sure she was worried that someone would notice all the gray hair on the floor but luckily no one did, mostly because of a few older ladies there and they must have thought it was from one of them.  
  
She studied herself now. She actually looked a lot better then she had in months, and her hair was better now too she had to admit. It was still long in the back to her shoulder to be exact, and had two bangs in the front it looked good on her.  
  
She quickly put all her stuff away. She wanted to show Peter her new look. Out of everyone he seemed to be the coolest in her opinion. Rogue came a close second, she seemed tough and didn't take anything from no one, she respected that.  
  
She found Peter in the living room and to her surprise he was there with a blue boy that looked like a cross between a fuzzy elf and a demon. "Is blue fur in this mutation or something, or is he related to Mr. McCoy?" She asked the two of them.  
  
Peter made the introductions and Kurt explained that he wasn't related to him, they had once checked just to be sure. After a while though they were a little bored. Rogue was listening to some music that she just got, and Jean and Scott were off doing something and Ray was in the Rec Room.  
  
So the three of them got a little bored. "Come on guys there has to be _something_ to do?" Spyder said to them.  
  
"How about some cards?" Kurt offered.  
  
"Isn't that a little boring?" She said.  
  
Peter got a smile on his face. "I think I know of a way to liven it up a little."  
  
_A little latter..._  
  
Kitty had just gotten out of the van that Ororo had picked her up in from the airport. She was told of a few new students that had just arrived and of May Parker. Kitty was looking forward to seeing these two new guys.  
  
After putting away her winter gear she went looking for them. When she got to the living room no one was there, she was about to leave when.  
  
"Got any fours?" A male voice said.  
  
"Nein, go fish." She heard Kurt say.  
  
"Got any tens?" She heard a young girl's voice say.  
  
"What the-?" Kitty said looking around.  
  
"Hey Kitty, up here." She heard Kurt say. She looked up and was surprised to see him, another a slightly older boy with brown hair and a gray skinned, haired girl all sitting on the ceiling playing cards.  
  
The boy had on these silver gauntlet things and the pile of cards were being held up in the air in the middle of them in what looked like a thick web. Now Kitty had seen some strange things since living here but this...was most likely the most bizarre thing she had ever seen.

* * *

**NEXT UP CHAPTER 11: MEET THE SPIDERS**  
  
AN: My computer is being sent for repairs so I don't know how long it will be before I can update any of my stories, I just hope I don't lose any data or I'll have to retype several pages of the next chapter of Family Affairs all over again. 


	11. Meet the Spiders

Fire inu: I got lucky, nothing lost!  
  
sam pupino: Glad you didn't choke on it, thanks for the review.  
  
TheLegendaryManHimself: Yeah I noticed that too with them as what happened to their parents.  
  
Malciah: You mean that story in the R section that has a Horror genre? Unfortunately I hate horror, I don't like that stuff.  
  
Episodic: You're kidding that actually happened? I guess it really must be a red head thing, well you could always dye it red and see what happens.  
  
Hatten: Actually I already had some of that planned, but not for Kurt, you'll see what happens soon.  
  
Sparky Genocide: Yeah I think those two would get along, sine they both have a good sense of humor.  
  
evilraven: Yes it does, unfortunately they can only do it since it natural for their bodies to be upside down for long periods, for normal humans it isn't.  
  
Red Witch: Like I would ever stop. Like the Zob Zombie song done for Edge says "Never gonna' stop me, never gonna stop!"  
  
IolantheDuCoudray: If you think BlackRose is fast you should see Red Witch go, now she's fast.  
  
The Uncanny R-Man: Not really, I'm still going with the Amanda thing I think.  
  
Yea Yang: Yeah I just had to put that in there when I thought of it. Don't worry I'm back and lost nothing.

* * *

**  
SPIDER-X  
  
CHAPTER 11: MEET THE SPIDERS**  
  
Kitty just stood there her mouth hanging open staring at the sight on the ceiling. "Kitty are you alright?" Kurt asked looking down at her.  
  
"Man, you'd think that she never seen some people playing cards or anything." Spyder said to them.  
  
Kitty shook her head to clear her head. "Uh...okay like first off, I guess you two are Peter and Spyder right?" They both nodded. "Well like I guess you guys are sticking with those spider powers I was told about on the way here. But why are you playing up there like that, and what is that stuff?" She said pointing at the webbing.  
  
"Well we're playing like this cause it's too boring the other way." Spyder said to her. "And that 'stuff' is Peter's webbing, although I thought he made his own like me." She said giving him a glare.  
  
"Hey I didn't say I did." Peter said in his defense then looked to Kitty. "Well it's not 'real' webbing, but it's close to it. It's basically a compound I came up with months ago along with these web-shooters." He pointed to them on his wrists.  
  
"So like what exactly is it then?" Kitty said. She was impressed that he came up with something like this on his own.  
  
"Well the web fluid is a shear-thinning liquid similar to nylon. When it hits the air, the long-chain polymer knits and forms an extremely tough, yet flexible fiber with extraordinary adhesive properties. The web fluid's adhesive quality diminishes rapidly with exposure to air, so after about an hour it disintegrates."  
  
Spyder and Kurt are looking at Peter trying to figure out if any of that was in English. Kitty however seems to understand completely. "Is it in a liquid form while still in the web-shooter?" She asked him.  
  
Peter smiled and nods. "Yeah, when it doesn't make contact with air, it remains in a liquid adhesive state."  
  
"In English _PLEASE_!" Spyder said.  
  
"Oh sorry, basically I just explained what the webs are made of and couple of things about them." Peter said to her.  
  
"So what is it you do?" Kitty asked Spyder. "Besides the obvious."  
  
"Well unlike _some_ people I can make my own webbing...only it's, well, electrified." She said to Kitty. "Like this." She shot some of her webbing by the wall.  
  
Kitty looked closely to it she reached out to touch it. "Uh, Kitty I vouldn't-"Kurt tried to warn her but it was too late.  
  
"YEOW!" Kitty said shaking her hand.  
  
"I told you it was electrified." Spyder said to her. "I mean you're lucky that was a mild charge."  
  
"That was mild?" Kitty said in shock.  
  
Later that day everyone was gathered around the large dinning table eating supper that May and Ororo had.  
  
"I must say May it is so nice to finally have someone helping out." Ororo said to the older woman.  
  
"It was my pleasure, and it's nice to cook for more then just Peter and me, besides I'd like to feel useful around here." She said.  
  
"Believe me Miss Parker, you haven't been nor do I doubt will be a burden here." Xavier assured her.  
  
She smiled kindly at him. "Why thank you, and please call me May if you will." Xavier nodded.  
  
"Well do I have to?" Spyder said. "Can't I call you Auntie May?" She asked sweetly.  
  
May seemed amused at the young girl's question. "Sure you can dear." Spyder brightened up at that.  
  
"So Peter I like hear you play super-hero or something?" Kitty said to him.  
  
Peter's face became a little serious. "Well first off I don't 'play' hero, I don't really think of myself like that. It's...well, I guess my uncle said it best. With great power comes great responsibility, and I made a promise to him to use it for the right reasons and I want to use them to help others."  
  
"Oh, I'm sorry I didn't mean for it to sound like that...I guess you really take it seriously huh?" Kitty said slumping in her chair slightly.  
  
"Yeah I do." Peter said to her.  
  
"Hey Peter you got any interesting stories about that?" Spyder asked excitedly. Peter shuffled around a little uncertain. "Oh come on, pleeeeeeeease?" She said using the little cute eyes routine.  
  
That did it. He couldn't say no to that look. So he started talking and soon everyone was listening to he tried to use the amusing ones and stayed clear of the really bad ones, like when he once stopped these two guys from mugging and maybe even worse to this woman who at one point one of them had a knife at her throat. He was just finishing more of the more humorous ones.  
  
"So the guy who I just nabbed from stealing a purse is in one hand and while I'm using the other one to swing back to the lady to return the purse. For some reason they guys awfully quiet, which is a little unusual. Well I'm just about to reach her when the guy throws up."  
  
"You're kiddin?" Rogue says looking at him.  
  
"I wish, it ended up all over my legs." Peter said. Everyone burst out laughing at that. "I mean I had to sneak back into the house and try to clean my costume without Aunt May noticing, and it's hard so wash that stuff out without using the washer."  
  
"Oh dear." May said trying not to laugh and failing, it took a little while after that for everyone to calm down.  
  
After the meal the students were in the living room. Then Rogue suddenly got a mischievous look in her eyes and Peter suddenly got a very bad feeling.  
  
"Ya know, ah just remembered somethin' ya said to meh, when you saved meh and Scott from those thugs." She said to him. Peter frantically tried to remember if he had said anything embarrassing but was drawing a blank.  
  
"Ah guess ya don't have to ask for my number now do ya since ya live here now." She said to him, Scott smiled broadly and whispered something to Jean and she couldn't help but smile at what he was saying while looking at Peter. Peter on the other hand had just remembered what she was getting at, and started to look for a rock to crawl under.  
  
"Like what do you mean Rogue?" Kitty asked very intrigued.  
  
"After he finished fighting those creeps, he told Scott he should take care of his girlfriend more. Of course Scott set him straight that we were just friends. So ah think he said, why not? She's cute and I would ask for her number if ah could."  
  
Peter on the other hand was covering his face trying to hide from embarrassment. Vhat do you do, try and pick up girls on you're nights out?" Kurt said smiling the entire time.  
  
"Look I didn't think I would meet her again okay?" Peter said then he regretted it when he caught a hurt look from Rogue. He wanted to apologize but there were too many people around and they might take it the wrong way. Plus he didn't want to give them any more ammo to use against him.  
  
Later that night as everyone was going to bed Rogue was walking to her room. She didn't know why but it still hurt what Peter had said. "Rogue can I talk to you?" She turned and saw Peter coming towards him.  
  
"What do ya want?" She said harshly.  
  
Peter mentally winched. 'I guess she's pissed at it still.' He thought. "Look I want to say I'm sorry I didn't mean it to come out like that, what I said after supper with the others."  
  
"Look ah know ya didn't mean it, what you said when we first met, ya probably say that to all the girls." Rogue said with a little disappointment in her voice.  
  
"That's what I want to talk about." Peter said to her. "I really did mean what I said back then." Rogue was a little startled at this. "It's just that...when I'm Spider-Man I don't have to be Peter Parker any more. I don't have any of the insecurities or normal fears that I have as myself. No one knows me and I can say things I normally wouldn't, it's...a type of freedom I guess. An ability to do and say things and not have to worry about the consequences."  
  
"So...ya really did mean what you said?" Rogue said not believing it.  
  
"Yeah I did. I just thought you should know about it, since I saw how hurt you were." Peter said kindly to her. "Well...I should get back to my room."  
  
"Oh, ya, ah got ta go too." As he left Rogue stopped him. "Peter?" He stopped and turned to look at her. "Thanks." Peter flashed her a smile and nodded. Rogue didn't know why but she felt a lot better now.

* * *

**NEXT UP CHAPTER 12: MAX DILLON**  
  
Next up we focus on Electro and how he gets his powers and more importantly who offers him a new life. 


	12. Max Dillon

X-Over: I don't know about any of them just yet, and I would mostly base those characters on the comic versions not the movie ones.  
  
Emerald Knight1: Yeah I thought he should still be Spider-Man if he had to join, it just wouldn't be him if he didn't you know.  
  
orkoad2000: Well I tried to read the stories you sent me but it was kind of hard to make sense of because I couldn't tell what order to read them in, so I stopped. As for the site I don't think it works anymore, plus the damn volume on it nearly gave me a heart attack.  
  
Oceanbang: Yes they are plus even closer as time goes on.  
  
Sparky Genocide: Yes he will, especially since Magneto already has a fire wielding psycho on his Acolytes he doesn't need an electric one too, plus he's within striking distance of Peter in Bayville.  
  
EvilWhiteRaven: I wasn't sure at first if that was you, well I do have plans for him and one of the Brotherhood girls. (Wanda hasn't been introduced yet but Tabitha is there) Oh yeah I have heard of a guy named Raven, he was a wrestler does that count?  
  
Red Witch: Well ultimately yes, but you were close, you'll see in the next chapter.  
  
CrazySpirit123: You're welcome, and thanks.  
  
The Uncanny R-Man: I think a lot of people would agree with you one the Peter/Rogue thing, and here he is I hope you like my take on him.

* * *

**  
SPIDER-X  
  
CHAPTER 12: MAX DILLON**  
  
**L.A. CALIFORNIA  
  
**He was in his room as usual working on his latest school project. He was Max Dillon a seventeen-year-old high school student in LA. He had average features except for a slightly strong jaw line and blond hair that was short but thick. He lived in a modest apartment with his so-called father.  
  
His mother had left them years ago, and it was just his alcoholic loser of a father that 'took' care of them. Mainly that meant that Max had to get a part-time job just to pay for the food he had to eat because mostly his father was either drunk, hung over or just sat there watching TV.  
  
His father was a real mess. He was balding and had an enormous beer gut on him. But he was also a large man and could easily throw Max into a wall, he knew from experience. He didn't blame his mother for bailing on his father, on him however well that was another story.  
  
Max hated the man, he was always pushed around by him and others a school. Everyone told him he was a weakling, and a loser. He hated them all for it, sufficed to say he had no real friends. But that didn't matter to him really, he may not be a jock, or popular but he was smart. Especially when it came to electricity, he was a genius in that field of study, and he loved every minute of it.  
  
Even though it was still the 'winter' vacation, or as winters got here in California at least, he still wanted to get his invention done for the science fair ahead of time. He was just finishing up on his desk in his room.  
  
On it was a complicated looking device, with gauges, switches, and dials. There were two coils on the side of it and a large cylinder in the center. It was his best work ever, a device to harness lightning into a portable power source.  
  
There was a lighting storm for tonight so he was hurrying to complete it in time. He cheeked it over and found it was perfect. He picked it up and also a bag with a shoulder strap with a few other things he would need and left the apartment, apparently the old man was passed out on the chair so he wouldn't get yelled at.  
  
He made it to the place he had picked out. It was a tall building he worked at part-time. It was a radio station with a transmitter on the roof. The roof also had a lightning rob on top so the tower wouldn't get hit by lightning, which was why it was so perfect.  
  
"Hey look who's here." Max groaned he had hoped he wouldn't have run into him today. "Well if it isn't Maxy." He hated when he called him that, and he knew it too.  
  
Max turned to face his tormentor, Trent. He was the son of the station owner, so he had a job there too, although all he did was slack off and couldn't get into trouble for it. He was also a large jock and captain of the high school football team at his school. He also loved to pass the time making Max's life miserable.  
  
Trent walked up to him, Max was slightly glad that the other jocks weren't with him. He grabbed the device from Max easily. "What's this? Looks important." He said to him.  
  
"Give it back!" Max said to him.  
  
Trent grinned at him. "Sure, oops." He dropped in on the ground Max was horror struck. He quickly bent down and picked up the loose pieces that came off. "Oh well, I bet it wasn't going to work anyway." Having his fun for the day he walked off laughing. Max picked up the device and the few pieces and glared at him with pure hatred.  
  
"One day I will get you for this, for everything. One day _I_ will be the one with the power." He said with pure venom in his voice. He carried his project to the roof since he had a key to get up there.  
  
He also had gone to the maintenance room to try and repair his device. He hoped it would work, if it was fried not only would he be set back two months of work, but he doubted he could make a new one in time for when school started again. He hooked it up just as the sky began to darken. He felt the small pelts of the first few drops of rain.  
  
He had also picked up a raincoat from storage when they had to do work on the roof in case of rain. After ten minutes of rain the lightning started. The wind was stronger then he had thought, but that didn't matter he only hoped he didn't have to wait for the lightning to strike too long.  
  
Then to his horror the device was moving under the winds. He hadn't planned on the winds storming like this, and had only attached it to the lightning rod by the jumper cables.  
  
He rushed over with his bag to the device grabbing it. He placed it against the large lighting rod and took out some duct tape to strapped it down with. He knew it wouldn't hold for long, but maybe that was all he needed.  
  
He had already wrapped the tape around it twice when a sudden flash caught his attention. He saw it all happen in slow motion. The lightning hitting the rod, and the device activating gathering the energy quickly, but then something went wrong. It started to smoke and suddenly there was a great eruption of energy.  
  
The last thing Max remember seeing was the device spitting out lightning at him, his hands were on the coils on either side of it gripping it from the electrical charge raging through his body.  
  
He knew he screamed out in pain, but he couldn't hear it, mainly due to another lightning bolt striking the rod and ultimately him through his device. He could feel the electrical maelstrom razing his body.  
  
He knew that he was dead, that no one could survive this, but another part of him was in sheer awe of the power of it all. He had never known real power, and this was it. This was pure power that was killing him, in a way he felt honored to feel it before the end.  
  
The device overloaded from the second charge and exploded sending him flying back into the door to the roof. He slumped down against the metal of the door and his mind slipped into darkness.  
  
No one had noticed the sparks or the light, or the small explosion on the roof. On a night like this no one wanted to be outside, and the few that caught the flash of light from the electrical explosion just shrugged it off as lightning, and the sound as thunder.  
  
Max laid there in the rain, he stayed there motionless for hours until the rain stopped, he staid there for the entire night, it wasn't until the rising of the sun that he moved. That he slowly opened his eyes and found he wasn't dead.  
  
Little did he realize that he was more then he was that day that his greatest wish had come true, that he had the power he always wanted. But he would soon find out and so would others.

* * *

******NEXT UP CHAPTER 13: BIRTH OF ELECTRO**  
  
Originally this was going to be one chapter but I cut it in half, don't worry the next part should be up soon. 


	13. Birth of Electro

jg4338charter.net: Hey thanks, and I hope you like how I use him.  
  
Oceanbang: I think so, the guy is like Berserker on steroids (power wise) so it should be interesting.  
  
Sparky Genocide: Yeah I wanted something a little unique yet keeping in with what happened. Plus you'll find out at the end of this chapter.  
  
Red Witch: Well I hope I can still surprise you a little  
  
The Uncanny R-Man: Yes I am planning on a few other Spider-man characters popping up later in the story, no real plans yet, but I got a few ideas I'm playing around with.

* * *

**SPIDER-X  
  
CHAPTER 13: BIRTH OF ELECTRO**  
  
Max wasn't sure what had happened to him. He knew he should be dead. His clothing and the raincoat were scorched but he seemed fine. Then he saw his project. Or what was left of it and groaned.  
  
It was sitting there partially melted and fused together in some places but ultimately it was nothing more then a giant metallic paperweight. He looked down on it angrily. 'If it wasn't for Trent it would have worked, all my work gone! It took me months! DAMN HIM!'  
  
He kicked the device. He knew all his work was for nothing. So he picked it up and went to the ground floor. It was still early so no one was in just yet except for the early morning people. But that was a small group so he easily made his way without being noticed.  
  
When he reached the back alley he went to the dumpster and threw in his device and the ruined raincoat. He walked home, in despair. Not only did he have to start all over again from scratch but also he knew by the time he got home he could only change before going back for work.  
  
He tried to check his watch but found the surface blank. 'Great I need a new one now, probably fried it.' He thought. 'At least I don't have any filling or braces, those most likely would have fused my mouth shut.'  
  
He made it home, and slowly opened the door. The last thing he needed was to wake up his old man. He cautiously made his way to his room and quickly changed into some clean clothes. As soon as he finished he walked out of his room only to suddenly have a hand grab his shirt collar and slam him into a wall.  
  
"Were the Hell have you been?" His father angrily said to him. Max turned his head from the stench of beer and whatever it was that he had been eating with it.  
  
"I was out late doing something alright?" Max said harshly to him, unfortunately he didn't realize that was a mistake before a hand cuffed him upside the head.  
  
"You don't talk back to you better like that boy." He said sneering at him. "You little worthless punk. No wonder you drove off your mother like you did."  
  
Max laughed on the inside. He knew it was him that truly did it, he was just a scapegoat for him. He didn't want to take this anymore, he hated this man more then anybody, and considering the last 24 hours alone Max was at the breaking point.  
  
"Just leave me _ALONE_!" He yelled out and tried to push him away. The only thing that surprised him was electrical energy coming out of his hands zapping his father straight into the next room. Max stood there frozen by what had just happened.  
  
He looked at his hands and saw them alive with electricity dancing around them. He knew this was impossible that this was against everything he knew about science and electricity. But he ignored that part of his mind. He focused on something else that had accrued to him.  
  
In the first time in his life he had true power. He could feel it now coursing through his body, he never felt more alive or powerful. And as he looked at the crumbled, twitching and unconscious body of his father he knew exactly what to do with it.  
  
**LATER...**  
  
Trent was going down the halls casually. He knew he should be doing something but he figured why bother. It's not like he would get fired. He was along in one of the hallways, looking for Max. He was late today and he couldn't wait to tear him a new one about it.  
  
He stopped for a drink at a water fountain when the power seemed to be cut. "Great, typical California brown outs." He said to himself. He could hear other people shouting a few curses of their own.  
  
Trent was in the heart of the building so there were no windows for any light for him to see by, he figured the emergency lightly would kick in soon anyway. When they did he saw Max at the end of the hall. Trent grinned and walked to him. "Well look who finally showed up for work." But as he got closer he could see something was different about him.  
  
Max wasn't afraid of him. In fact he was grinning himself. "Time for some payback Trent." He said coldly and before Trent could say anything he was surprised as Max raised his arm and Trent was sent off his feet as a bold of electricity slammed into his chest.  
  
Trent tried to move but it was too difficult. He felt the burning sensation in his chest and managed to move just enough to look at Max. He was horrified to see electrical energy flowing around him. "Wh-what the Hell are you?!"  
  
"Power." Was all Max said. He started walking forward and as he did the electricity on his shot out from his body attacking the walls, ceilings and the emergency lights. There were holes being punched though them and small fires were starting.  
  
Trent looked at him with total fear and Max loved every second of it. He grabbed Trent by the head. "Tell me do you know what electro shock therapy is?" Trent's eyes widened in fear at this question. "Ah so you do, well did you know that if you run a certain current through a brain long enough you can rend someone a vegetable? No? Well you're about to find out!"  
  
Then Max sent an electrical current through his fingertips on Trent's head into his brain. Trent screamed out as his body jerked from the spasms. Max kept it on, when the scream died, and still went on until Trent's eyes were rolled back into his head and he was foaming at the mouth. When he looked down on Trent he was twitching and drooling and nothing but a vacant look was in his eyes.  
  
Max grinned happily at his work. He could hear the voices of others coming so he decided to leave. He had done what he had came here to do.  
  
As the paramedics were loading Trent unto the ambulance one of them looked at him and shook his head. "Poor kid got his brains scrambled."  
  
"No kidding." The other said. "I mean that electrical fire was bad enough but I don't even want to think of what this kid went through when whatever hit him. I mean look at the scorch mark on his chest. He must have hit a power cable or something."  
  
"Yeah, what are the odds or two of these happening so soon?"  
  
"What do ya mean?" His partner asked.  
  
"You didn't hear? Erica told me while you were on break that she and her partner got called to this kid's apartment. Apparently his father had a bad electrical accident."  
  
"Man is he alright?"  
  
"Pretty much like the kid here."  
  
"Man I feel sorry for that kid who found his dad like that. Must have been hard on him to see his father like that."  
  
"Probably."

* * *

**A FEW DAYS LATER...**  
  
Max was standing on a building over looking the people down below him in the morning sun. "They all look like bugs from up here." He said to himself.  
  
"In a way they are, at least compared to us." Said a feminine voice from behind him. Max twisted around preparing to fry whoever it was. He was too surprised by what he saw at first to do anything. There was this older woman there with red hair, but with blue skin in a tight black leather clothing that made her look kind of hot to him.  
  
"Who-what are you?" He stammered.  
  
She smiled at him, and he felt a chill move through his spin. "My name is Mystique. I work for a man who I think you'll like to meet. He feels that those with power should use it. We are different then other people, we're better then them." She said pointing at the streets below.  
  
Max looked down on them and couldn't help but agree with her. "I can offer you a place where there are others like you, other with powers and who feel the same as you do." She said to him.  
  
'Others like me?' Max thought. He thought he was unique, but if there were others in this world then, maybe for the first time he might not be alone, maybe that was the one place where he would fit in, where he belonged. The idea appealed to him, he never did fit in here, he hated this city and everything and everyone in it if he could leave it all behind so much the better.  
  
"Alright, I'm in. When do we leave?" Max asked her.  
  
She smiled at him and morphed into a more normal looking woman in a suit, glasses and short black hair. "Right now after we get anything from your home you wish to take with us." Max nodded his head and they started off. "First thing we need is a new name for you, you see all of us have a different name to go by, usually in relation to our powers."  
  
Max thought about it for a minute, and then a smile crept onto his face. "Well then, call me Electro."

* * *

**UP NEXT CHAPTER 14: THE GANGS ALL HERE**  
  
The Brotherhood meet their new member and the remaining mutants return to the Institute.  
  
As a side note, I just had an inspiration about Electro and Spider-Man that I didn't think of before consciously. Here we have two people giving powers, and they both use them for different purposes. Now is it the power that decides who is good or evil, is it the circumstances, they way their life was or is it just bring out something that was always there inside of them?  
  
I just thought I share that revelation, seeing as they are two opposites of the same coin. 


	14. The Gangs all Here

dragongod232000: Later one yes I do, plus a few others things related to that as well but I got a few things to take care of first.  
  
Ldypebsaby: Yeah look for those two to meet later on.  
  
supergirlhv: No problem, and I'm glad you're back.  
  
Manga-faerie: Always nice to hear from new reviewers. Thanks for the compliments and I'm glad you liked how I did Aunt May. And given the overwhelming demand I might have to put those two together. (Although I got one vote for Kitty)  
  
EvilWhiteRaven: I makes a little, personally I think it's different for each person but it is a nice thing to reflect on, especially when writing characters.  
  
X-Over: I'm looking forward to writing that too.  
  
Ruby: Glad you like the Peter/Rouge thing, and why is everyone surprised when I say something deep like that?  
  
Sparky Genocide: Standard Brotherhood, the Acolytes haven't made their appearance yet, since this is before Day of Reckoning.  
  
Red Witch: I guess so, and I hope it lives up to your expectations.  
  
The Uncanny R-Man: Most likely plus the thought at the end just came to me while finishing the chapter, figured I might as well share it.

* * *

**SPIDER-X  
  
CHAPTER 14: THE GANGS ALL HERE**  
  
It had been an interesting few days for Peter. All of the other mutants that lived at the Institute had been returning lately and he already met most of them. They all seemed to be an interesting and varied lot of kids.  
  
One of them came from Brazil, another from Scotland and even this one girl apparently to his surprise was the princess of an island kingdom. That threw Peter for a loop, even though he never heard of Nova Roma it was interesting to hear her talk about her homeland, it sounded like a place passed over by time.  
  
It was kind of cool to meet all the new kids and of course as soon as they found out about his other 'activities' everyone had rushed him asking all kinds of questions. Which was why he was currently in the dark room developing some pictures after he managed to sneak away.  
  
He was just glad he had a roll of film to develop at the time, but then again maybe hiding out here even if he didn't would have been nice too. He heard a knock on the outer door, and he mentally groaned. 'Maybe if I pretend I'm not here they will go away.' He thought.  
  
"Peter ya in there?" He knew that was Rogue from the accent. At least she knew better to bug him about his Spider-Man thing. He took off the gloves he was using and opened the outer door and made sure it was closed before he opened the outer one.  
  
He saw Rogue there standing with an automatic camera, he was wondering why then he suddenly remembered that she asked him for some lessons for developing and he had forgotten. 'Oh man if she figures that out I'm a dead man.' He may not have known this girl for long but he did know you didn't blow her off.  
  
"Hey I take it your ready?" Peter said trying to get the nervousness out of his voice.  
  
"For a minute there ah thought ya forgot." She said to him her expression neutral, so Peter didn't know if she knew or not.  
  
"Uh just setting up plus I needed to get away from it all you know?" Peter said to the goth. She nodded her head, she had seen how he had been swarmed once word got out and she could understand it. They made their way into the small dark room.  
  
She placed the camera she used to take some photos of around. They were varying shots of around the mansion, a few of the people and a few from Christmas. She had just finished a roll and when Peter moved in she thought it would be perfect to learn to develop them herself, plus a little cheaper too.  
  
"So what's first?" She asked him while in the red light.  
  
"Let me just make sure everything is put away." Peter then put some paper into a sealed black container and other photos away to make room. Then he brought out a few things and put on some gloves. "Okay well after you take the film out of the camera you need to open the canister and pull out the film and put it in this thing like so." He demonstrated how the film was to be wound up and then put into a cylinder full of fluid for development.  
  
"Sounds simple enough." She stated after she removed the film from the back of her camera.  
  
Peter smiled at her. "Yeah except it all has to be done in the dark or the light even the red one will ruin it." Rogue looked surprised at that and a little less confident. Peter saw her look at the film casing with worry. "If you want I could help out for the hard part."  
  
"Thanks I think that would be best since ah really don't want to lose this."  
  
"Not a problem." He said smiling to her.

* * *

**UPSTAIRS**  
  
Jamie had just gotten back from the airport. It was great seeing his parents again but it was still cool to come back here, at least here he didn't have to worry about anyone seeing his duplicates if he accidentally made any.  
  
He had just finished putting everything away. Ororo had filled him in on the three new guests here. He had met Miss Parker and she seemed really nice to Jamie. He hadn't met Peter yet though and was walking the halls on his way to the Rec. Room to see if anyone was in.  
  
He was rounding a corner when he was slammed into by a gray blur. He was knocked on his butt and found not only a few clones but a gray girl about his age.  
  
"Ouch!" She said getting back up, then noticed Jamie. "Either I hit my head and I'm seeing three of you or you're that Jamie guy I heard about."  
  
"Uh, yeah." He said getting back up with the help of his dupes.  
  
"I think she went this way." Jamie heard a voice say from down the hall.  
  
"Oh crap, I need to hide and fast!" She said.  
  
Jamie noticed a closet and opened it while one of his clones put her in. He closed the door just as Bobby and Ray came running. "Hey Jamie have you seen that Spyder girl run by here?"  
  
"Who? I just got here." He said innocently. The other two then took off down the hall ignoring Jamie and his clones. When they disappeared down a corner Jamie opened the door. "They're gone."  
  
"Thanks for the safe there." She said to him. "Man those guys can sure can't take a joke."  
  
"What happened?"  
  
"Well...they were making fun of me so I zapped them a little with my electrical webbing." She said.  
  
"Well I can understand why you did that. Those guys usually give me a hard time just cause I'm the youngest. But I usually get them back too." He said smiling.  
  
She smiled then. "You know I think I'll like hanging with you, come on let's get out of here before those two decided to double back or something." Jamie nodded and after pulling himself together followed the girl.

* * *

**BROTHERHOOD HOUSE**  
  
Lance was just watching some TV to try and not think about Kitty, again. HE knew it was hopeless but to him she was just too perfect. Luckily the others were a little busy to give him a hard time about it, again.  
  
Fred was having a snack, well what he considered a snack anyway, everyone else on the planet would call that a meal. Toad was with the new girl Tabitha upstairs, he could hear laughing so either they were making fun of the x-geeks or they were plotting something on Pietro again. Either way was fine with Lance.  
  
He didn't have a clue where Pietro was at the moment, and frankly he could do with the peace and quiet. Then the front door opened. "What a dump!" Lance heard a male voice say.  
  
"So much for quiet." Lance muttered and walked to the front door. He saw a bout of about seventeen and blond hair looking around the place. He was about to tell him off then what he saw froze him. It was Mystique behind him.  
  
"I see you boys have let this place go since I've been gone." She said coldly to him.  
  
"Uh well you see, uh..." Lance stammered. Seeing Mystique again after without seeing her since Asteroid M thing was a little bit of a shock.  
  
""Well then, Lance this is Max the newest member of the Brotherhood, he'll room with you, I on the other hand want to go to my room first."  
  
Lance's eyes widened as she brushed past him up the stairs. She didn't know that Tabitha had claimed that room for her own after blowing it opened. "This isn't good." He said.  
  
"Why what's wrong?" Max said looking at the older boy.  
  
"Wait for it." Lance said.  
  
"WHAT HAPPENED TO MY DOOR? WHAT ARE YOU DOING HERE AND WHAT ARE YOU DOING IN MY ROOM?" They heard Mystique shout.  
  
"Man she is so going to get it from her." Lance said shaking his head.

* * *

**NEXT UP CHAPTER 15: NEW UNIFORM, TOYS AND NAME**  
  
Hey Red Witch I forgot to ask but does Spyder's webbing come out of her wrist like in the Spider-Man movie or the back of the palm like Venom or when Spider-Man wore the black suit? 


	15. New Uniform, Toys and Name

supergirlhv: I thought I did that when I said it was right after they met Warren remember?  
  
Oceanbang: Glad you liked Electro going to the Brotherhood, and you'll see his interaction in the next chapter.  
  
Red Witch: Thanks for the info I couldn't remember that, plus I needed to know for sure for something I got planned.  
  
celtcath74: Well that's how I write, some have action, others are for character development only.  
  
Emerald Knight1: Don't worry I'll get to the showdown soon, and I think you'll like how Max and Pietro get along.  
  
The Uncanny R-Man: Yes I do have plans but that will be a little later on I want to drag this story out as long as I can before it ends.

* * *

**SPIDER-X  
  
CHAPTER 15: NEW UNIFORM, TOYS AND NAME  
  
**Peter was with Hank in his lab. Ever since Peter had seen this place he had the means to try an experiment with some new modifications to the web- shooter designs he had thought of but until now had the resources to use them.  
  
Hank was mostly just watching him build a new set of his web-shooters. He was impressed with the young man's intelligence and ingenuity; finally Peter had finished his new project and placed them on his wrists.  
  
"What do you say time to test them out?" Peter said smiling to Hank. He couldn't help but smile at Peter enthusiasm.  
  
"I'll set up the Danger Room for it, and you can get the Professor and Logan I'm sure they should know of the new improvements for the future." Hank said to him. Peter nodded and left to find the Professor.  
  
He looked around but didn't find him in the office. Then he saw Kurt, Kitty and Rogue in the living room watching TV. "Hey guys do you know where Xavier and Logan are?"  
  
They all looked to each other to see if someone knew. "I think I like saw in the library." Kitty told him. "Why what's up?"  
  
"I made some new web-shooters and Hank said I should tell them about them since we're just going to test them out." Peter said proudly to her.  
  
"Vhat so different about zese vones?" Kurt asked him.  
  
"Well they got a couple of new features I wanted to make to the original ones but didn't have the means to build them yet." He said to Kurt. "Anyway I got to go and get the Professor."  
  
"Mind if we like watch?" Kitty asked. "Not like there's a lot to do, and I'm interested to see what you came up with." She said excited about the last part. She was very interested to see what he had come up with, she had only known him a little while but she liked him. He was funny and best of all someone else she could talk to about science closer to her own age. It was nice to finally had someone who understood the things she liked to talk about.  
  
"Sure the more the merrier." Peter said happily and left.  
  
Kitty and Kurt rose up but Kitty noticed Rogue got up too. "You interested too?" Kitty said to her.  
  
She shrugged. "Ya said it earlier, it's kind of dull right now."**  
  
****5 MINUTES LATER...**  
  
Everyone had gathered in the control room. There was Hank at the controls with Logan and Xavier watching. Kurt, Kitty and Rouge were there too and they also picked up Jamie and Spyder on the way. When they asked Spyder jumped at the chance to see what Peter was up too and to finally see the Danger Room, and she had dragged Jamie along with her, although he didn't seem to mind.  
  
"Alright Peter let's begin." Hank said to him. Peter gave a two-fingered salute to those up in the control room. Peter wasn't in his costume since this was only a demonstration and not a live exercise.  
  
"First off I'll demonstrate something I like to call 'impact' webbing." Peter said to them. A couple of drones flew by and he shot at them. Instead of the web-line, small projectiles were launched. When they hit the drones they instantly expanded and covered the two drones jamming them up and they fell to the floor.  
  
"Vhoa zat vas kind of cool." Kurt admitted looking at them.  
  
"Next up something I made with Mr. McCoy's help. I call these 'Stingers'." Peter said next. Then a robot that looked like a normal person launched it set at Peter. He dodged it easily and out of the top of the shooters came two needle like objects hitting the robot. Normally it wouldn't be effective but it was programmed to act like a human if hit.  
  
It went stiff and then collapsed. "These needles are fill with a type of nuro-toxin that is not only completely non-lethal but makes a person lose control of their body for about an hour." He told them. "Basically it temporarily paralyzes a person."  
  
Xavier looked to Hank. "Are you sure those are non-lethal Hank?"  
  
"Completely sure, I supervised it and tested it out thoroughly there is no danger to anyone from those, and it does wear off in about an hour with no after effects." Hank assured him.  
  
"Lastly." Peter began. "I made these to my old ones first and then I made this new option to my new ones." Another drone was released and this time Peter shot something else at it, but it was too small for them to see clearly.  
  
The drone flew into a small maze and after it disappeared Peter pulled out a little device in his pocket. The others watch him navigate the maze until he found the drone. He picked something off of it and Hank shut down the DR. Peter went out of the room and made his way to everyone upstairs in the control room.  
  
Logan was the first to asked him the same question everyone else was thinking. "What was that last one all about?"  
  
Peter smiled and dropped a little red spider shaped device on the control board. "This is a spider tracer. It's a tracking device that I can follow up to five miles with this. Peter help up his little tracking device for everyone to see.  
  
"Man I wish I could have stuff like that." Spyder muttered to herself.  
  
"Why I thought you like already have your own webbing?" Kitty asked her.  
  
Spyder shot the older girl a look. "Well I _CAN _make webs but they take their toll on me. Plus I can't swing on them like he can." She looked a little down at that. She really liked that night when Peter swung her over the streets. She had hoped that one day she could control her powers to do so, but it didn't look like it.  
  
"Well Peter I'm glad you showed us this." Xavier said to him. "Although I would like to test them out further in the Danger Room before you use them in public."  
  
Peter nodded his understanding. "Also the adults and I have been discussing your other activities in relation to your duties here aswell."  
  
"Huh? What do you mean?" Peter asked a little confused.  
  
"Basically bub, if they X-Men are ever made public then when people see you in your costume on the team they'll put two and two together."  
  
Peter hadn't thought about that. If they ever were exposed it would make being Spider-Man a _LOT_ harder.  
  
"We think we came with a solution though." Xavier smiled at him. Logan went to get something and when he returned he had a package under his arms. "While you fight with the X-Men I want you to wear this."  
  
Peter opened the box and pulled out a black and white costume. It mainly looked like his only it was all black except for the eyes and a huge spider symbol on the front and back. The legs of it when looked right seemed to make an X connecting to the mirror image on the back. There was a belt also with an X on the front and with yellow triangular shoulder pads with and X on each of them.  
  
"You also got a new code name when wearing that too." Logan said to him. Peter looked expectedly at Logan. "When you're with us we'll call ya Spider- X, but only when you're in that suit which you will also wear from now on during training sessions. You got that?"  
  
Peter nodded. "Got it."  
  
"Hey the fact that he gets his own uniform does that mean he's part of the X-Men and not the new mutants?" Kitty asked hopefully.  
  
"Depending on his continued performance he might be." Logan said to her.  
  
It was later that night, around eight and Peter was restless. He knew exactly what he needed. A good swing around Bayville. He pulled on his costume and went out into the night.  
  
In other room Rogue was looking out her window thinking when she saw Peter in his Spider-Man suit going across the lawn. "There he goes again." He said to herself.  
  
"There who goes again?" Kitty asked and made her way to the window in time to see Peter disappear out of sight. "Oh."  
  
Rogue continued to look out the window. "Ah just wonder why he does it. Why he goes out like that."  
  
Kitty shrugged. "I like have no idea, but I'd say it was personal to him though. That much I know." Rogue nodded her head in agreement. Kitty looked at her roommate and smiled a little. "Are we developing a new little crush lately?" She teased.  
  
Rogue whipped her head around. "_What_? Of course not!"  
  
"Well you two do spend time in the dark room." She continued. "You know all alone in a dark room, you have to like wonder what goes on down there." She didn't see the pillow being thrown at her until it was too late to phase through it.  
  
"That ain't funny Kitty!" Rouge said to her. "Ya know nothing can happen between us, even IF ah did like him like that, which ah don't. I just like him as a friend, ya got that?"  
  
"Okay, okay just like chill." Kitty said. "I was only teasing anyway."  
  
Rogue satisfied with that went to her bead, but not without another look out the window.

* * *

******NEXT UP CHAPTER 16: SPIDER-MAN VS ELECTRO**  
  
Well to those who were waiting for it next chapter you get your wish. 


	16. Spiderman vs Electro

Sparky Genocide: That will be much later on, but I will do it eventually.  
  
X-Over: I really think you should read my responses and author's notes because I have already said MULTIPLE times, yes I will get around to other villains.  
  
Kaliann: Yeah I'm working up to it, don't worry about it.  
  
Hatten: I'm not giving Nightcrawler his own, but please be patient and wait and I think you'll be happy about something I'll do later on.  
  
Red Witch: I should be thanking you, I wasn't sure whether she could or not, since I don't know exactly what her webbing looks like when it comes out but I was thinking along those lines that later she could learn to, but let's just say in the mean time I got something to help her along.  
  
The Uncanny R-Man: Thanks, but don't worry I got a whole bunch of ideas I want to tryout first.

* * *

**SPIDER-X  
  
CHAPTER 16: SPIDER-MAN VS ELECTRO**  
  
Max was getting board just hanging around the house. He was changing the channels without a remote, by just concentrating and twirling his wrist at it.  
  
Tabitha was grinning at him the entire time as he did it. "That is so cool." She said looking at it. Max had to admit, the place may not be the Ritz but Lance seemed okay, Fred seemed nice, when he wasn't stuffing his face.  
  
Toad's smell took a little getting used to though. Tabitha on the other hand made him glad he was here. She was wild, beautiful and completely free in spirit, he liked the girl. He wondered if she felt the same, but he would work on it. He may had been shy with girls in the past but then again he wasn't that weakling anymore.  
  
Unfortunately the major annoyance of the house zoomed in. "So what are we watching?" He said in that annoying voice of his. He really didn't like him, he had a major ego, and attitude to match.  
  
"Why don't you make yourself useful for once and use you're powers for something decent for once." Max said to him.  
  
"Like what?" He said offended and staring right at him.  
  
"How about fixing this place up, you could do it in five minutes flat and Mystique did give us the money to do it." Max said coldly back to him.  
  
"Oh please like I would do any manual labor." He said upturning his nose at Max. "Besides what if I don't?"  
  
Max smiled. "Tell me you faster then the speed of light?" Pietro looked a little confused then Max zapped him at his feet. Pietro jumped to dodge it.  
  
"Are you nuts!?" He yelled at him.  
  
"I think he's got the right idea speedy." Tabitha said smiling and making a time bomb. "You could do it easily enough. Hey guys you up for a little target practice?" She yelled through the house.  
  
"You wouldn't dare!" He said to them and received an electric attack and a time-bomb for it. For the next few minutes the two blondes chase him around and at the end he finally 'agreed' to help out more. Even though Max had accomplished something he was still bored.  
  
He went up to the room he shared with Lance and got out his costume. It was green with yellow lightning bolt running up the sides of the arms and legs. There was a mask part that pulled over his face but he kept it down. He pulled on his yellow gloves and boots and put on a winter trench coat.  
  
He walked out without so much as a fuss. Even though they were to keep a low profile Max wanted some action. He walked for a bit through Bayville. He was still getting used to the cold, and went to the more rundown side of the town.  
  
He was walking near an abandoned building when a few 'unsavory' types walked into his way. One of them with a metal pipe in his hands grinned at him. "Listen up pal, there's a toll for coming through here, and if you want to walk out of here you either pay in cash or we take it out of your hide."  
  
Max only smiled. "Boy did you guys pick the wrong guy to try this on."  
  
**NEAR BY...**  
  
Peter was swinging through over the streets. "Man looks like a slow night, maybe I can call it an early night?" Then he saw what looked like lightning in the streets not too far away and some screaming and yelling. Peter sighed to himself. "Why do I ever bother saying stuff out loud like that?"  
  
He made his way to the area and found a guy in a green and yellow costume firing lightning bolts at a group of guys. He swung on down and was ready to kicked him with both feet while swinging. "Hey Sparky think fast!" Electro turned and got two feet planted into his chest.  
  
Max picked himself up slowly and glared at the guy before him. "Who the hell are you?" He said nearly growling at him.  
  
"Just your friendly neighborhood Spider-Man, who are you, Electricity-Man?" He said to him in good humor.  
  
Max growled at Spider-Man. "The name is Electro and here's why!" He shot out several powerful electrical blasts. Luckily Spider-Man was quick and agile enough to dodge it across the streets and landed onto a building.  
  
"Great just what I need, Berzerker on steroids." He said to himself. He dodged even more blasts of electricity. "You know I bet you don't have to pay your electric bill."  
  
Max couldn't understand it. He could hit Pietro a few times, but this guy wasn't as fast as him yet he kept dodging, it was like he knew it was coming ahead of time. Plus he wouldn't shut up either, and it was making him mad.  
  
He saw the spider on the building and a plan formed. He sent as big a blast around him and sent the entire building to collapse. Peter couldn't jump out of the way since doing so would cause him to jump right into the path of electricity.  
  
So when the building started to fall he jumped onto and off the falling rumble. He was doing pretty good until his spider-sense went off and he narrowly dodged another attack from Electro, but in doing so a few pieces of debris hit him and he fell pretty hard onto the rumble below.  
  
Electro looked at his work. Nearly the entire side of the building had fallen in. He was about to move in closer when he heard sirens. "Another time bug-boy." He said and he quickly gathered up his coat and ran off.  
  
By the time Peter had pushed off a support beam that had trapped him he looked around and found Electro long gone. He also heard the sirens and decided it was best to disappear too.  
  
**A LITTLE LATER**  
  
Max managed to get home unnoticed with the coat on and went straight to his room. Lance was asleep so he took off his costume painfully, minding the bruises on his chest where he was kicked and landed on the ground. 'I don't know who that guy was, but no one does that to me anymore! I will get that bug if it's the last thing I do.'  
  
Peter on the other hand was just getting into his room. He too was hurting after his battle with the guy calling himself Electro, and decided to tell the Professor in the morning. 'Maybe he could find out who that guy was.' Peter thought to himself.  
  
He winced as he pulled off the top. He checked out the fresh bruises on his body and a few scrapes but nothing serious. He breathed a sigh of relief because now he didn't have to wake up Hank, and of course his Aunt would be worried sick if he came back seriously injured, and she worried about him enough as it was. He placed it, the gloves mask and shooters away and kept the lower part on. He fell onto his bed glad to be back and fell to sleep immediately.  
  
The next morning someone pouncing on his bed was waking Peter up. "Wake up Peter or your going to miss breakfast!" He looked and saw Spyder jumping on his bed.  
  
He groaned and sat up. "What?" He said groggily.  
  
Spyder saw all the bruises and was afraid something bad had happened to him. "Are you alright? You look like someone dropped a truck on you."  
  
"Actually it was part of a building." He said rubbing his eyes.  
  
"Someone dropped a WHAT on you!?"  
  
Now Peter was awake. 'Damn shouldn't have said that.' Peter got up slowly because of all the aches and pains. "Let's just say I made a new friend last night that makes Ray look like a nine volt battery."  
  
"You want me to get Mr. McCoy?" She said looking at the bruises and the way he was walking.  
  
Peter thought about it. "Don't worry about it I'll see him after breakfast, but do me a favor...don't tell anyone, especially my Aunt."  
  
"Okay...Peter...are you really all right?" She asked worried about him.  
  
"I'll survive, believe me I felt worse." Peter said trying to assure the girl. She nodded off and walked out. Peter on the other hand looked to his dresser. 'And now the hard part.' He thought. 'Getting dressed with as little pain as possible.'

* * *

**NEXT UP CHAPTER 17: FIRST DAY AT SCHOOL PART 1  
  
Also I like to point out (Again) I'm co-writing a story called Exiles (In the comics section under X-Men) with Uncanny R-Man and I would really appreciate it if everyone took a look at it and told me what you think of it. It's my first time writing with someone and I want your opinions of the story so far. Also it's under his account but I do have a link to it on my bio page.**


	17. First Day at School Part 1

Sparky Genocide: Yeah I saw it when it premiered it was great! Tabby/Max yes but I warn you it might not end well. But the Spider-X in the team against the Brotherhood will be interesting.  
  
yae yang: No I don't like him, that's why I torture him whenever I can.  
  
Kaliann: Yeah I'm working up to it don't worry about it.  
  
Hatten: I'm not giving Nightcrawler his own, but please be patient and wait and I think you'll be happy about something I'll do later on.  
  
celtcath74: Oh those two will meet but they won't be friendly though.  
  
BlackRoseApocalyps: Thanks and I hope you like the co-written work too.  
  
Kaliann: Yes on both counts.  
  
Ldypebsaby: I'm thinking more like intellectual rivals at school.  
  
Oceanbang: Thanks, and don't worry he will.  
  
Mj: Electro interesting in Rogue? Sorry no way, she's not his type besides it would ruin what I got planned. Electro is a villain, you're not supposed to like him, I made him in hopes he was the kind of guy you loved to hate. As for Pietro I never said they actually hit him, just aimed at him.  
  
The Uncanny R-Man: Thanks, but don't worry I got a whole bunch of ideas I want to tryout first.  
  
Red Witch: Have a nice vacation.  
  
X-Over: Actually Spyder is going to school with Jamie since both of them are in pre-high school.  
  
Supergirlhv: Agreed, someone really needs to keep that guy in line.  
  
Karakin: Thanks.

* * *

**SPIDER-X  
  
CHAPTER 17: FIRST DAY AT SCHOOL PART 1**  
  
Spyder was sleeping soundly until she felt a hand shake her. "Time to get up dear." She heard a familiar kind voice say, but her mind was still half asleep and she couldn't place it. "Wake up or you'll be late for school."  
  
_THAT_ got her attention. She sat up in bed, then she remembered that she didn't go to school. She looked around and saw May, Peter's aunt over here and then she remembered. With the image inducer she got she would be able to go to actual school for the first time in her life.  
  
She was both excited and terrified of the idea. "Come on dear, you don't want to be late for your first day do you?" She asked Spyder who yawned and was slowly getting up. She had to smile at how much Peter could be the same way.  
  
Peter however was excited. It was the first day there and his life would be a clean slate at Bayville high. No one there knew him (well except for the Institute kids) but no one thought of him as the geeky guy in science class there.  
  
He had a fresh start and was loving it. Although it was a week after the Electro incident and Xavier told him he would try and find him with Cerebro, but it was proving not as easy as it should have been. Xavier believed that this Electro was an enhanced human like Peter so it would be difficult to pinpoint him with Cerebro.  
  
"Why are you in such a good mood?" Roberto asked Peter as he came in the kitchen.  
  
"It's the first day of school." Peter said happily. Roberto just took some cereal and inched away from Peter. Kitty walked in then also humming happily to himself.  
  
"Good Lord they're multiplying." Roberto groaned to himself.  
  
After breakfast Spyder was waiting with Jamie for Ororo to take them to school. Because of their age they wouldn't be in high school until next year. She was a little concerned about that since Jamie would be the only one she would know there. She was fidgeting a little and Jamie noticed it. "Are you alright?" He asked her.  
  
"Oh fine, I'm just going to school for the first time in my _life_, everyone will see me as normal, but I have _no_ idea what to expect, and I _won't_ know anyone there, and I'm _freaking out_ as it is! Why _shouldn't_ I be all right?" She said to him.  
  
"Hey don't worry about it Spyder." Jamie said trying to calm the girl down. "I mean I can introduce you to some of the kids I know and on the way there you can ask me whatever you need to know, how's that?"  
  
Spyder sighed. "Really?" Jamie smiled and nodded she smiled weakly back. "Thanks."  
  
"Are you two ready?" They turned to see Ororo walking towards them. They two nodded and they were off.  
  
Peter was getting a ride in the van with some of the others. "So vhy are ve going so early to school today?" Kurt asked Jean who was driving.  
  
"Um, that's my fault." Peter said sheepishly. "I got to get my schedule for class, and I need to get there early or I might late for 1st period."  
  
"Well that's like alright with me, I understand that." Kitty said to him, reassuring him as best she could. The others agreed with her and they weren't that early anyway. When they got to the entrance Kitty took him to the office and said she would wait for him.  
  
Peter entered the office and found a secretary at a desk looking at him. "Can I help you?"  
  
"Uh, yeah I'm a new student, Peter Parker. I'm here to pick up my schedule." He said slightly nervous.  
  
She looked through her computer in the medium sized office. Peter looked around while he waited. Nothing too out of the ordinary to him, just the usual stuff nothing grand or extravagant about the place. He did notice that the other door had the name Principle Kelly on it.  
  
"Well Mr. Parker here you are." She said to him, catching his attention. She handed him his schedule that was printed off out of a printer not too far from her. Peter gave his thanks and went over to Kitty.  
  
"So let me see what you got." She said to him looking at it. "Well it's not too bad, you even have a couple of classes with me." She read on. "Well I should show you your locker, I know where that is, it's near Rogue and Bobby's." She said.  
  
She lead him and after putting away the all the extra stuff Kitty was leading him to his first class when the bell rang for students to get to class. "Oh no, okay Peter your class is down on the left I like got to go get to my 1st period see ya later." She said waving goodbye to him as she disappeared through the growing crowd of students.  
  
Peter found his class. It was history and he saw a man in this forties slightly overweight in a sweater looking at him. "Can I help you?"  
  
"Yeah I'm Peter Parker, I'm new here." He said handing him his class schedule.  
  
He looked it over and nodded. "Very well, I'm Mr. Snyder and you can take a seat near Mr. Wagner." Peter looked over and was relived to see Kurt there. He sighed inwardly thanking that at least there was one person here he knew.  
  
He took the empty seat next to Kurt. "Hey man, so what's this class like?"  
  
Kurt shrugged. "It's not so bad, I've got vorse in ze math class though." Peter smirked and the class went very well. He also noticed that a cute dark skinned girl with long brown hair kept stealing glances at Kurt throughout the class. He made a mental note to ask him what that was about.  
  
With Kurt's help he made his way to his next class with was science. He was making his way there when this blond haired kid shoved himself right past him. "Watch it moron." Was the only thing he said to Peter.  
  
'Well I knew I would find at least one jerk some time this day.' He thought. He found Kitty was in his class and she waved him over. "Hey Kitty, so who's the teacher in this class?" He asked the girl.  
  
She shrugged. "Well Mr. McCoy used to teach this class but..." He leaned in and whispered the next part to him. "After the...well you know?" He nodded since he heard the story. "Well we've had to deal with temps."  
  
Just then a middle-aged man, with a really bad comb-over and glasses stepped in. Kitty whispered that, that was the principal. He knew his spider-sense was going off, but he got a bad vibe off of him anyway.  
  
"Students you should be pleased to know that we have found a new teacher to take over after Mr. McCoy's...uh...leave of absence."  
  
"Don't you mean disappearance?" A random student asked. Kelly ignored the question and continued on.  
  
"Well I would like you all to meet the new science and chemistry teacher, Dr. Curt Connors. The students watched as a man slightly younger then Kelly, with a full head of brown hair walked in. But what was most noticeable was the fact that he was missing his right arm to at least the elbow.  
  
"Good day students, well let me go through roll call so I can see who's here and not here." He said smiling. It was a pretty interesting class and Dr. Connors seemed to really know his stuff, in fact he remembered reading about a Connors and his work in genetics, he also remembered hearing about an accident and his research being stopped.  
  
He wondered if this was the same man, and decided to do a little digging sometime later. When roll call was done Peter found that he wasn't the only new kid, the blond guy that shoved him earlier was new too.  
  
He also found out the guys name was Max Dillon and made a mental note to stay out of that guy's way. He seemed to have a chip on his shoulder, although he also seemed intelligent during the class too.

* * *

**ACROSS TOWN**  
  
Spyder was having a unique day. Jamie had introduced her to some of the other kids and they seemed nice enough. She just hated how the Professor enrolled her as Olivia Osnick. Because of this, her teacher a lady with glasses and salt and pepper dark hair kept calling her Olivia, when she kept telling her to call her Ollie instead.  
  
That part she hated, but at least Jamie and the others called her Ollie. She still preferred Syder but that would be hard to explain to everyone. She couldn't wait for the first break from class, her uncle had made learning as fun as he could, her teacher however just made it boring. In fact she noticed a lot of the students seemed to agree with this sentiment.  
  
"If this is what I missed, well I think I rather be home schooled again.' She thought as her teacher went on again about the math problem they were learning about.

* * *

**NEXT UP CHAPTER 18: FIRST DAY AT SCHOOL PART 2**


	18. First Day at School Part 2

Sparky Genocide: I might try a few of those things, but expect to see Jameson later on (But he still runs the bugle) For The Lizard I'm thinking kind of like The Best of Bayville returns kind of thing.  
  
Emerald Knight: Of course there will be, but later on though, and thanks for liking this so much.  
  
jadestar123: You REALLY need to read the author's notes from now on. I've said it before she's a character from Red Witch so ask HER that.  
  
Malciah: Yes expect to see Venom, but Carnage I'm not so sure about. Believe me I know what that is like.  
  
fire inu: Yes you can expect him to become The Lizard later on.  
  
Chiomon: Yep, but not for a little while yet, but I will get there eventually.  
  
yae yang: Yeah I think I can see that, that is a bad name. Also I remembered a line like that from Pinky and the Brain and I just had to use it somewhere.  
  
Kaliann: Yes he will eventually I wouldn't put him in there unless otherwise.  
  
Red Witch: Well maybe not as big as you thought, but let just say Peter will meet a few more guys he wished he hadn't.  
  
celtcath74: You got that right, and you know those two have some unfinished business too.  
  
The Uncanny R-Man: Well you have to ask Red Witch, she based her off of another character.  
  
X-Over: Of course those two will show up, but much later though. As for Duncan, do you even have to ask?

* * *

**SPIDER-X  
  
CHAPTER 18: FIRST DAY AT SCHOOL PART 2**  
  
Peter made it through science class well enough, it seemed to him that him, Kitty and that other guy Max were most likely the smartest ones there since the three of them answered most of the questions. Although Max gave a glare a Peter or Kitty when they beat him to it.  
  
After it he was making his way through the halls when he saw a group a older boys, being led by a tall muscle bound Neanderthal with blonde hair. "Come on guys I didn't do anything." The dark skinned kid was a Junior by the looks of him and since he was alone and looked like easy pickings he was hence an easy target. Peter knew that from experience.  
  
"Sorry kid but you don't pay up you get stuffed." One of the red and white jacket wearing jocks said before the blond guy stuffed him into a full size locker. They walked away laughing at him as Peter heard him pounding on the door. The few people that were there were either too intimidated to do anything or just turned a blind eye to it.  
  
Peter on the other hand went over to the locker. "Hey you alright?"  
  
"No, can you get me out of my locker?" Said the kid.  
  
"Sure just tell me the combination." Peter said to him. After he unlocked the door the young guy spilled out onto the hall. Peter helped him up. "You okay?"  
  
He dusted himelf off. "Yeah, thanks man I owe you one. I'm Hobie Brown by the way." He extended his hand and Peter took it.  
  
"Peter Parker." He said back to the slightly younger boy smiling. The bell rang and both kids knew they were in trouble of being late. "I'll see ya around." Peter said quickly and took off.

* * *

**ACROSS TOWN**  
  
Spyder and the other kids were having recess at least the younger kids were being in the last grade usually meant they were too 'cool' to have some fun, well of them did. There were a few snowballs fights going on and Spyder was enjoying herself. Then she saw Jamie leaning against the wall of the school looking about with a slightly sad look on his face watching everyone.  
  
"Hey guys I'll be back I got to check on something." She yelled over and ran off to Jamie. "Hey what's up, why aren't you in the snow fight?"  
  
Jamie looked over at her. "I can't."  
  
"Why not?"  
  
"You know that physical disorder that if you bruise you can bleed really badly and stuff?" He said to her.  
  
She thought about it. "Oh yeah I think I know what you mean, hemophilia right? What's that got to do with anything?"  
  
Jamie sighed. "Well the Professor needed a way to explain why I couldn't be in any of the physical activities and everyone thinks that if I get hurt I could be sent to the hospital." She still looked confused so he went on. "It would be kind of hard to explain why I multiply whenever I get hit so he came up with that, it's a lot easier this way."  
  
Now she understood. "Oh." She said quietly. "So ever since your powers manifested...you haven't been able to play with others unless at the Institute right?" Jamie nodded and she could see the disappointment and even longing for the days when he didn't have to do that.  
  
"Do you want some company?" She offered sine he was all alone and after how nice he had been to her, it was the least she could do.  
  
"No you should go and have fun." He told her, but he still seemed down.  
  
"Well I was done with that anyway, besides I could use a break." She said smiling and leaned back against the wall next to him. Jamie smiled slightly at her actions and was grateful for them.

* * *

**BAYVILLE HIGH**  
  
It was lunchtime and Peter was looking around for a place to sit. He saw Kurt wave him over and he gladly sat down. He saw Rogue and Scott were there too. "So how's the first day going?" Scott asked him.  
  
"Well I got one class I really like, met a few of the jerks already and helped a student out of their locker." He told them.  
  
"Who did that?" Rogue asked meaning the locker stuffing.  
  
Peter was about to saw he wasn't sure but then he saw the group. "Those guys actually, the ones sitting with...JEAN? What's she doing with them? Doesn't she know that those guys are a bunch of jerks?"  
  
Rogue snorted at that. "Please. Little miss popular is too high on her horse ta notice."  
  
"Rogue that's not nice." Scott said sternly to her but Peter could tell he didn't much like that fact she was over there too. Then he remembered that he had a thing for Jean and that she was going out with this guy called Duncan.  
  
And seeing the blond guy sitting next to her with his arm around her he quested that was him.  
  
"Hey Blue, Rogue Scotty what's up?" Peter turned to see a blond haired girl with some makeup and a while child look and attitude. She looked at Peter and smiled. "OH got some new blood huh?"  
  
"Uh, Peter." He said giving her his hand she shook it.  
  
"The name's Tabitha bet you heard of me right? Well you can believe all the hype." She said to him. He did remember the others talking about a Tabitha that joined that other group of mutants he heard about called the Brotherhood but as far as he knew he hadn't met one yet.  
  
"So Tabby vhat's up?" Kurt asked her. Scott got a stern look on his face but everyone just seemed to ignore it.  
  
"Just thought I stop by while I go sit with the others, oh by the way we got a new stud." She pointed to a table and Peter saw a group along with Max sitting there. "His name's Max and boy let me tell you that guy is fun."  
  
"A new mutant huh, so what's his power?" Scott asked her.  
  
"Something to do with electricity." Peter raised an eyebrow at that. He was beginning to wonder if he was the Electro guy he fought earlier. But Tabby turned to Peter. "So what's your deal?"  
  
Kurt was about to answer but Peter beat him too it. "Super strength." He said plainly. He got a few looks from the others at that.  
  
"Sounds cool, maybe I should set up an arm wrestling contested between you and Freddy one day." She said smiling. "Anyways I better go to the others now, see ya all later."  
  
When she left they all looked at Peter. "What was that about?" Rogue asked him.  
  
"Tabitha said that guy Max had electrical powers right?" Peter began. "Remember how I met that guy not too long ago I fought that guy throwing all the lightning like me?"  
  
"You think that's him?" Scott said glancing over at Max.  
  
"Well it could be, and I want to make sure before we let him know I was the guy he tried to bury under a building." Peter said to them. They all understood then.  
  
"We should tell the Professor after school." Scott said. "We can see if he can find anything out about him."  
  
The others nodded and went back to lunch. Peter had to admit that his new life at this school was turning out to be far more interesting then his old one. Whether that was a good thing or not he would just have to wait and see.

* * *

**NEXT UP CHAPTER 19: FIRST DAY AT SCHOOL PART 3**  
  
Next up Peter meets other members of the Brotherhood along with Kelly and Risty. 


	19. First Day at School Part 3

Sparky Genocide: Yes he is a character from the Spider-Man comics, he's inactive now but I always felt he could have been done better. No fight yet, but the next chapter will.  
  
EvilWhiteRaven: Of course but I want to drag this out a little but I got a chapter I know you'll love later on. As for Hobie it must be because that's actually a little known Spider-man character that I thought of bringing in.  
  
Supergirlhv: Thanks for telling me I'll fix that fright up.  
  
Jadedbeauty: Yeah I know yesterday was a real pain, and I will still update but I got several other stories going too so you may have to wait.  
  
Emerald Knight: I would like to see that too, but I get the feeling Blob is stronger though, plus with all the Spider-Man comics, episodes I've seen I know he's the kind of guy who plans things out first.  
  
Wyld Stallyns: Thanks for saying so, and yes I've read that fic, I've even talked (Through IM) with the author a few times and when you send a link make sure you write it correctly, you only had one W in www.  
  
Rei4: Damn you must be a huge Spidey fan to know who he was, and you'll see later on, as for her...well...maybe I'll have to think on it, but thanks for the idea.  
  
yae yang: Tell me about it, a year ago no one knew me now I got a whole bunch of people that read my work.  
  
Kaliann: Oh yeah, Mystique can hide from telepaths but let's see if she can hide from his spider sense.  
  
Red Witch: Well wait no more cause here it is.  
  
X-Over: I'll think about it, but I got a LOT of stuff I want to do before I bring them in.

* * *

**SPIDER-X  
  
CHAPTER 19: FIRST DAY AT SCHOOL PART 3**  
  
The final bell had rung and Peter was getting out of the English class with Rogue and Scott. "So Pete how's your first day at Bayville?" Scott asked him as they left together.  
  
Peter shrugged. "Well it's better then my old school that's for sure, and I think I like it here." Which was all true, the food was better, he liked the teachers a little more, especially Dr. Connors. And so far the bullies hadn't targeted him...at least yet...and so far he thought he was making a few new non-institute friends.  
  
"That's good to know. Well I'll met you guys later I got to make sure a few of the others get a ride back." Scott said to them and waved good-bye. That left Peter and Rogue to walk back to their own lockers since they were close to each other.  
  
"God Ah hate English class." Rogue muttered mainly to herself as she shifted her books around.  
  
"It isn't so bad, you want some help this those?" Peter offered pointing at the books.  
  
"Naw ah'm all right, but thanks anyway." She said. When they got close to their respective lockers Rogue went over to hers and then someone tapped her on her shoulder she looked behind her to see her only 'normal' friend at the school Risty.  
  
"So love glad to be bad to the old grind stone?" She joked.  
  
Rogue rolled her eyes. "Oh of course, ah just love it." She said full of sarcasm.  
  
Risty laughed at Rouge's joke. "So how was your time off of this great institute of learning?"  
  
Rogue shrugged. "It was okay ah guess."  
  
"So have you seen the new boys love?" She asked her.  
  
Rogue smiled. "Well ah live with one of them. His name's Peter Parker."  
  
"Really?" Risty asked intrigued. "What's he like, how old is he, is he cute?"  
  
"Judge for ya self because there he is." Rogue said pointing at Peter not too far away taking stuff out of his locker. "Hey Peter over here." She called out to him. Peter walked over to them.  
  
"Hey Rouge what's up?" He asked her cheerfully.  
  
"Peter this is Risty, a friend of mine here." She told him.  
  
"Pleasure love." She said giving her hand to him for a handshake. As soon as Peter grasped it his spider sense suddenly flared he didn't understand why it was going off for this British girl.  
  
"Hey look it's the new geek." Peter heard a voice behind him saw. After letting go he turned and saw the Brotherhood coming up to him.  
  
'Well that explains it going off, I must have picked up something from these guys.' He thought to himself.  
  
"So you're the new guy at Xavier's huh?" The white hair one said to him. "Tabby told us your pretty strong, and Fred here." He said pointing to what Peter thought of as a moving mountain of a boy, only with a Mohawk instead of capped of with snow. "He's wanted to see just how strong." The large guy cracked his knuckles and grinned at him.  
  
Peter was about to respond when his nose was just assaulted by the worst smell he ever had, and he was once in the sewers of New York. He looked around and saw it was coming from a short gangly kid. "Dude don't you ever wash?"  
  
"Hey it's a condition yo." Said the short smelly kid.  
  
"Alrhough I hate to admit it Todd you really could use a bath." The white haired one said to him.  
  
"Bite me Pietro!" Todd said back to him.  
  
"Pietro?" Peter said at the sound of his name, which was both unique and kind of silly.  
  
Pietro turned to him and started to poke him in the chest. "You got something against my name?" He demanded.  
  
"Maybe he should learn a little respect?" Fred offered.  
  
"I like your way of thinking bug man." Todd said. Peter's spider sense kicked up a notch and he prepared himself for a fight, but he had to remind himself not to overdue it with other students in the halls. He could see Rogue was also getting ready as well.  
  
"What is going on here?" The teens all turned to see Principle Kelly walking over to him with a none too pleasant look on his face.  
  
"Nothing we were just leaving." Pietro said. They knew what Mystique would do to them if they got into trouble at school now that she wasn't the principal anymore so he Fred and Todd moved alone.  
  
Kelly turned to face Peter and he wasn't sure if his spider sense went off or not, but he did get a really bad vibe from him anyway. He seemed to be studying him, almost "Since you're new here I will only tell you this once. I have zero tolerance for trouble makers so you better watch yourself young man."  
  
He walked off then leaving not even letting Peter explain anything. "Nice guy, I bet he's _really_ popular with the students." He said sarcastically.  
  
Rogue snorted in agreement. "Tell meh about it. It seems lately he's got a different view on tha students, especially a few certain ones." Peter caught the hidden meaning in her words, since Risty was there she couldn't exactly say mutants or anything related to it.  
  
"That boy sure does got a stick up there I'll say." Risty said looking back at the principal.  
  
Peter looked at his watch. "Aw damn, Rogue we better hurry or we're going to have to walk all the way back in the snow."  
  
Rogue noticed the time too. "Dang your right. Ah'll talk to ya later." She said to Risty.  
  
"Sure thing love." She said and walked off presumably to her own locker.

* * *

**XAVIER'S**  
  
Back at the Institute everyone was getting back from the first day back. There were a few groans and several comments like 'why not just one more week off?' or 'I can't believe we're back already' were already starting to come out.  
  
Peter got back on the last ride with a few of the others as he was taking off his coat Sypder and Jamie had just got back with Ororo. Spyder opened the door nearly dragging her school bag with her.  
  
"So how was your first day of school ever?" He asked her.  
  
She gave him a glare. "If I had known it was going to be sooooo boring I would have asked to be home schooled again. The teacher just goes on and on all the time, but at least with Jamie's help I made a few friends so it wasn't all bad I guess."  
  
"Well I hope you all feel up to some more work." Came the voice of Logan. "The X-Men got training for one hour in thirty minutes and the rest of you an hour after that."  
  
"Is he kidding?" Peter whispered to Rogue.  
  
"I'm not Wed-head." Logan said before walking off to prepare the Danger Room for them.  
  
Peter looked to Rogue with a questioning look. "How did he?"  
  
"He's got ears like a wolf." She whispered to him. "Piece of advice. Don't even whisper in his line of sight or he might hear ya."  
  
"Now someone tells me." Peter groans slapping a hand to his face.  
  
"Well we better get suited up." Scott said going into his leadership role.  
  
"That guy really needs to let loose once and awhile." Peter said under his breath.  
  
"Ja tell me about it." Kurt said back to him quietly. Peter looked at him and Kurt smiled and pointed to his elf like ears. Zese aren't just for show you know."  
  
"Maybe I should just keep my mouth shut." Peter said.  
  
"Yeah but like then you got to worry about your thoughts around Jean and the Professor too." Kitty said also.  
  
Peter just hung his head and slumped his shoulders. "There's just no way to win is there?"  
  
"Nope." Rogue, Kitty and Kurt said in unison.

* * *

**NEXT UP CHAPTER 20: BATTLE AGAINST THE BROTHERHOOD**


	20. Battle against the Brotherhood

Sparky Genocide: Most likely Lance was with Kitty, and why is it no one asks for Max or Tabitha? They're Brotherhood too.  
  
The Uncanny R-Man: Well Max and Tabitha weren't there also, but I figured Lance was with Kitty at the time and yes Electro will be in the battle. Actually you might be surprised by who Peter meets later on.  
  
Actiondude: Connors will become The Lizard but that's a little while off since I haven't planned it out fully yet, I'll get to the training, and Doc Ock will be here but not too soon, I want to spread out the Spidey villains.  
  
EvilWhiteRaven: Damn it. The spell check should have caught that for me, I really wish I was a better spelling. And so you know I want to drag their relationship out a little, let's just say after my own version of the Sadie Hawkins dance things will heat up. You know I have no idea, for all I know she just shows up and pretends she was in class or something.  
  
Smm: Hey thanks man, glad you enjoy it.  
  
Supergirlhv: Hope you like it.  
  
Emerald Knight: yeah I know, plus you got to admit that's a weird name, I mean that was my first reaction to hearing his name for the first time.  
  
Kaliann: It took me awhile to figure out what you meant by mistake, and I didn't forget Kelly didn't you read the last chapter?  
  
Red Witch: Going away again? What is it that's going on in your life? You travel a lot for your job or something? Well I'll try I should get another in before that.  
  
X-Over: Well Spyder won't be in the battle she's too young and untrained to go out on missions.

* * *

**SPIDER-X  
  
CHAPTER 20: BATTLE AGAINST THE BROTHERHOOD**  
  
It was Wednesday now, a couple of days after Peter started school and things were going pretty well so far, and in fact he wasn't regretting his decision to come here. He already had more friends here then in New York, though he did still miss Harry and MJ.  
  
They were just finished changing back into their normal clothes after their latest Danger Room session with Logan. If he didn't know any better he swore he enjoyed putting them through that every time.  
  
"Well that went well." Evan grumbled to himself as the rest of the X-Men made their way to the main floor.  
  
"Your not still mad about tripping over that web-line are you?" Peter asked him. "I yelled out to watch out for it."  
  
"Yeah but you could have given us a warning before you shot that out man." He said back to him.  
  
"Actually your both right." Scott said to them. They both turned to face their leader of the group. "Evan you should have paid more attention, and Peter you really need to improve on your team work."  
  
Peter winched slightly. "I know you're used to working on your own but you still need to learn to work as a team." Scott continued. "But you are improving though."  
  
Peter had to smile at that. The group made their way to the kitchen to grab something to either snack on or drink since DR was a real workout and found Aunt May already there. "Well I hope Mr. Logan wasn't too hard on you children."  
  
"No more then usual." Kurt said to her.  
  
She smiled at his comment. "Well I know how hard work that is so I thought I get a few things ready for you and the others." She gestured to the table and there were a pile of cookies freshly made and drinks.  
  
"Wow like thanks." Kitty said and grabbed one and tasted it. "These are good, how come I never can get them out like that?"  
  
Peter remembered the first time he tried to take a bite out of a cookie Kitty had made. His spider sense had gone off right before he had taken a bit and he was so shocked that when he dropped it, it didn't break, but the table had a new crack in it from where it landed though.  
  
May went up to the girl and placed a hand on her shoulder. "Well maybe I could help you out with that this weekend, would you like that?"  
  
Kitty brightened up at that. "Yeah that would be like so great!" The others just prayed that May could actually get the girl to cook, it would save time trying to avoid her and they already had dug several holes in the forest and dumped the food she made since they had to get rid of it without hurting her feelings. Plus for some reason the animals seemed to be frightened off from those areas too and it kind of creepy how nothing grew in those spots.  
  
After everyone had taken a few to snack on, Kurt taking the most and claiming he needed them for the low energy he had, everyone was relaxing. "You know your Aunt is all right." Evan said to him. "But no offense I still like mine better."  
  
Peter smirked. "Hey you got to go with family right?" Evan nodded to him.

* * *

**BROTHERHOOD HOUSE**  
  
In the last week the house to Mystique's pleasure was finally cleaned up. With her there she made sure the kids actually did some of the cleaning. Plus Pietro actually doing some work made it easier. She told the boy who at first refused to do anything, even after the Max and Tabby's open season episode on him earlier he had of course gone back on his word.  
  
So she told the boy if she didn't do anything he'd have Max shock him in his sleep so he couldn't dodge it. Plus Max being in the room giving him a savage grin with a I-would-do-it-to look pretty much nailed it home for the speedster.  
  
Tabitha was a concern for her. She knew the only reason she was here was because she didn't want to go back to Xavier's and this was the only place that would take a mutant. She also knew that Tabitha wouldn't fight against the X-Men, but she hoped to work on that later.  
  
Luckily she was out so now was the perfect time. She gathered the boys together in the living room. "I understand that Xavier has not one but two new students at least." She began.  
  
"Well how come we've only seen that Parker guy?" Fred asked her.  
  
"Well it turns out the other goes to school with that Jamie child, so she is irrelevant for now." She said to him. "Plus I'm sure all of you have heard the rumors of a spider-like person in Bayville."  
  
Max tensed up at that. He never told anyone that he snuck out that night and actually faced him, and he was looking for a rematch. "So it stands to reason there is either another mutant in Bayville on his own, or Xavier has him."  
  
"What you think the guy might be freaky looking like blue boy?" Pietro asked her.  
  
"If he was why not give him a holo-watch then." Lance said sharply.  
  
"Exactly." Mystique said. "So he's most likely not in school. So we're going to stage a little something and hope to drag out the new guys in Xavier's school, since Magneto wants a report on whoever they are and what they can do."  
  
"So what are we supposed to do yo?" Toad asked her.  
  
She grinned at them. "Let me tell you."

* * *

**XAVIER'S**  
  
Xavier was in his office when a light he had installed went off. It was a link to Cerebro that warned him that it picked up on certain things, such as a large amount of mutant signatures being detected.  
  
He made his way to Cerebro as quickly as he could. When he reached the domed room he put on the metallic helmet and concentrated. What he found worried him. {Logan gather the X-Men, the Brotherhood are acting up...and I detect something strange, a new member in their group but it's not reading as a normal mutant} Xavier sent to him.  
  
Logan had already gathered most of them now he entered the Rec. Room and had found Kurt and Peter playing pool along with a few of the other kids. "Elf, Web-Head get suited up and get to the hanger." He said to them in that commanding voice that said you better get your ass in gear.  
  
Kurt grabbed Peter and he teleported him away with him to suit up. Logan was about to leave when Spyder shot up to her feet. "Cool you mean we get to go on a mission?" She exclaimed excitedly. "Great I'll get ready!" She ran for the door but Logan grabbed her by the back of her shirt.  
  
"Hold it right there gray girl." Logan said sternly. "X-Men only, you are NOT going." He turned around and stalked off to suit up himself.  
  
Spyder just folded her arms and pouted a little. "That's just not fair." She muttered to herself.

* * *

**CONTRSTRUCTION YARD SOMEWHERE IN BAYVILLE**  
  
The X-Men had arrived at the place where Charles told them of where the Brotherhood was but there was no sign of them. They found a place to land the Velocity, since the jet was too big for the area.  
  
As they exited Logan had them paired off. Peter in this Spider-X uniform was with Rogue and Spyke. They moved around the area looking for anyone after about five minutes Evan was getting restless. "Come on where are these guys?" He said getting a little frustrated being out in the cold looking for the troublemakers. "Hey are you picking anything up Pete?"  
  
"No, and don't call me by my name please, there's a reason I wear masks you know." He said to him annoyed at his slip of the tongue.  
  
"Sorry, jeez kind of touchy on that aren't you." Evan said, but that only earned him a glare from Peter from under the mask, but Evan could tell the look he was getting. He also noticed Rogue giving him one too. They moved on to the inside of a partially completed room of a new office building.  
  
Then his spider sense went off. "Look out!" Peter cried out, but it was too late. Peter jumped as the floor gave way from a large piece of equipment was thrown into the wooden floor causing it to collapse. He stuck to the ceiling and shot two web lines and snagged Rogue and Evan. He jumped to the side of the hole in the floor and connected the webs to the edge.  
  
"You guys alright?" He yelled down. Luckily it wasn't too far down so if they slipped they wouldn't be seriously injured.  
  
"Spider look out behind ya!" Rogue shouted from the line as someone was going for Peter. He sensed the attack coming and he quickly dodged to his left out of the way. He looked to see Fred, AKA The Blob standing before him.  
  
"Well looks like I got first crack at ya." He said cracking his knuckles.  
  
"Bring it on tubby!" Peter shouted. That only enraged Fred and he swung his fists at Peter but he easily dodged him with his superior speed and agility. Peter launched himself into a flying kick at his stomach but to his surprised not only wasn't Blob affected Peter was bounced back.  
  
He back flipped in mid air and landed on a far cement wall sticking to it with his hands and feet. "Ha! I'm the Blob nothing can move me." Fred taunted and ran at him.  
  
"Oh really?" Peter said. "Then I guess you don't know your physics then? Because you should know that an object in motion stays in motion." He jumped off the wall and flipped over Fred as he was over him he kicked Fred in the back of the head. Blob lost his balance and couldn't stop until he crashed through the cement wall and landed into a hole outside that was scheduled to have been filled...tomorrow that is.  
  
"Unless that object is stopped by say a cement wall." Peter quipped to himself. He ran over and helped Rogue and Evan who had nearly managed to clime out by then. "We better check on the others." Peter said.  
  
The others were having a tough time as it was. Quicksilver, Avalanche, Todd and Electro were giving them a really tough time. When ever they tried to get close or get out from behind cover Electro would send multiple blats of electric power at them.  
  
Kitty had phased herself from behind Electro and ran up and tried a flying kick. Max heard the noise and when he saw her coming activated his powers around himself. He felt the kick but Kitty got a good enough jolt of power to knock herself out.  
  
Lance heard her outcry and saw her on the ground. "Kitty! Max what the hell is with you!" He shouted at him stalking towards him.  
  
"Me?" He shouted back. "They're the enemy you idiot, don't blame me because you picked the wrong girl to like!"  
  
Lance started to make a small quake in his direction when he got blasted by one of Cyclops' optic beams sending him to the ground. The X-Men had taken advantage of this and were turning the tables on them. Kurt and Todd were already going at it.  
  
Jean was had taken Pietro off the ground when he had looked over at Max and Lance arguing. She had flung him into a pile of cement sacks.  
  
Logan tried to get close to Electro but got nailed in the chest by and electric attack. "You can't stop me!" Max cried out.  
  
"Boy, are you conceded or what?" Came Peter's voice from above. He swung on down onto a nearby wall. "Let me guess your name...the Deadly Bulb right? How about Electricity Man? Hydro-power?  
  
"You again?" Electro yelled out. "What's with the new look?"  
  
Peter didn't want him to think that Spider-Man & him where the same so he figured he try something. "Sorry wrong guy, I'm Spider-X and the other spidey wanted to give you a message for dropping that building on him, in the form of an ass kicking." He sent a web blast that blinded him in the face. He tried in vain to rip the webbing off of his eyes but couldn't.  
  
Fred who had finally managed to climb out of the small pit was also back onto the scene.  
  
Mystique had been watching for sometime and she had seen enough as it was. She made a high pitch whistle and from the shadows she threw a device onto the ground and a blinding light exploded. The Brotherhood was told to close their eyes hard at the whistle and leave as fast as they could when the light was gone.  
  
At the end of a few minutes everyone got their sight back. "Did we win?" Peter said looking around seeing that the Brotherhood had gone.  
  
"Is it just me or did that seem odd to anyone?" Scott said. "Like they were testing us or something?"  
  
"Got that impression too huh?" Logan said who was kneeling down checking on Kitty. She groaned and slowly opened her eyes. "You okay half-pint?"  
  
"Like ouch, that really hurt." She groaned as she slowly was helped up. 'Can we go home now?"  
  
"Yeah I think we're done here." Logan said looking around. For a minute he thought he caught a scent but it was gone too quickly. He eyed the area but shrugged it off as the team left.

* * *

**  
NEXT UP CHAPTER 21: SPYDER'S DAY**


	21. Spyder's Day

Sparky Genocide: Of course Electro wasn't a dumb ass (at least not totally) remember how he built that device earlier? The guy's smart and I wanted to reflect that. As for Lance, yeah he's going to get it big time.  
  
AnthonyR: Well I can't do anything about grammar/spelling, but I'll try with the length of it.  
  
The Uncanny R-Man: Yeah I figured I would re-do a few of the episodes with Peter in them. Yep and look out for Kingpin to show up sometime in the future too, but not too soon.  
  
EvilWhiteRaven: Yeah I saw it on the first night, way better then the first. I'll get to the dance later on after the Mesmero incident.  
  
Supergirlhv: Yeah I figured what's the point in a secret identity if the bad guys know about it.  
  
Ldypebsaby: Hope you had a good time, and as for Spyder and Peter, yes there will be coupling later on but I want to build on it. And hopefully the Brotherhood don't find out Peter's secret.  
  
Kaliann: Glad you found it, and you bet it is, in fact Peter in the comics once went out as 4 different heroes for a time.  
  
Red Witch: I was wondering what happened with that? I don't see what kind of rule you could have broken for that, well that sucks.  
  
X-Over: I hope you like what I got in store for Spyder.

* * *

**SPIDER-X  
  
CHAPTER 21: SPYDER'S DAY**  
  
Well it was a normal day so far. It was a Friday and she was glad for it too. Actually going to school was a chance in her life, it had it's ups and downs but she was grateful for it since she finally had something of a normal life.  
  
She had another nightmare that night about her uncle. She wondered if she would ever get over it. She had asked Peter that morning and he said they do go away but he still got some about his own uncle from time to time.  
  
She felt slightly better after that. She liked Peter, he was kind of like the big brother she never had, and not just because they had similar powers (Although it was kind of cool) it was also because she felt she could relate to him more.  
  
School that day was the same old, and she couldn't wait to get back home. Especially since they had Danger Room session. She liked the sessions because she knew how important for her to learn to use her powers, plus she wanted to gain more control and get stronger.  
  
Her webbing still took too much out of her and she was worried that she would never learn to use it right. In fact she had several goals, first was to improve her use of it, secondly was to use it without draining her, and lastly she wanted to know if she could use it like Peter's and swing from them.  
  
Ever since that night she saw a use for her webbing that she hadn't thought of before, and it was incredible and she wanted to do it herself...only it seemed so far off lately. She and the other girls in the New Mutants were suiting up.  
  
Her own suit had no gloves since her webbing came out of her finger tips, gloves would just get in the way, plus she wouldn't be able to stick to anything. She also wore no boots and the bottom of the feet were like Peter's costumes, with little material on the bottom so it wouldn't interfere with her abilities.  
  
"Do any of you girls know what Mr. Logan has in store for us?" She asked them as they were finishing up.  
  
"Nae but I wish I did." Rahne admitted. Rahne was one of the girls that Spyder liked best, she was fun, always ready to do anything.  
  
"Whatever it is you can be sure that we'll most likely be sore after it." Amara said after putting on her boots. Amara however seemed a little too stuck up for Spyder's taste. Okay so she was a princess, and was royalty so she guessed it went with the territory.  
  
The other girls she guessed were okay. Jubilee was a bit too obsessive with shopping like Kitty was, but other then that she was fine, and actually pretty fun herself. After they finished up they met up with the guys in the Danger Room.  
  
"Alright listen up." Logan said to them in this brown and black uniform. "This exercise is to see who can get to the other end of the corridor in the fastest time. You get points for taking out targets and for helping others." When he saw them ready he looked up at the control room with Ororo in it and nodded.  
  
She activated the simulation. A corridor rose up from the ground and turrets with targets on top of them came from the ground. "Alright....GO!" Logan shouted and they all took off. Sypder concentrated on trying to dodge the attacks.  
  
She my not have the agility that Peter had but she was quick and all those years of training with her uncle were starting to pay off. Then she Rahne go into her wolf form and just made a dead run to the end trying to just get the fastest time.  
  
Sam was right behind her flying through the air. Roberto was charging through as well. Ray, Amara and Jubilee were going for the targets since they weren't as fast as the others. Spyder knew she needed to make up for points so she launched her electric webbing at the targets.  
  
Not all of them hit, since she was still learning to aim properly and she was getting frustrated. She used more and more trying to rank up points but then she realized that she had used too much before it was too late to stop. All that webbing had taken a toll on her and she found she couldn't run anymore and then just dropped to her knees.  
  
She tried to move but her muscles just didn't want to work. She was one of the turrets aim right for her. 'This is going to hurt.' She thought but then she found herself moving. She looked to both sides and found two Jamies were carrying her to the finish line.  
  
She made a mental note to thank him later. They eventually arrived at the end and Logan signaled Ororo to shut it down. He walked up to Spyder who Jamie had set down. She was sweating and could barely stand. "You alright kid?" He said to her you had to strain to hear any concern in the voice since he covered it up.  
  
"Just...used....to...much...webbing." She eventually got out.  
  
Logan frowned. "Kid your whipped, take the rest of the session off and go see Hank."  
  
"No! I...can do it." She tried to stand but her legs were wobbly and she nearly fell.  
  
"Uh huh." He said. "Go and see Hank now Spyder, and I mean it."  
  
Spyder did managed to get to the infirmary, refusing any help at all, but was still tired. Hank was there and looked her over just in case she had pushed herself too far. It took thirty minutes for him to compete his tests, the time she spent laying down trying to regain her energy.  
  
After that Hank told her she could leave. She changed back into her normal clothing and ended up in the kitchen getting something to drink. She slumped down on the chair, and after she had finished just played slightly with the cup.  
  
She felt like she let down Mr. Logan and the others, and herself. She was pretty much depressed at that point, looking at the empty glass as she rested her head down on the counter under her arm.  
  
May came in and found her like that. She walked over to the young girl. "What's wrong dear?"  
  
Spyder jumped slightly. She hadn't noticed May come in at that moment. "Oh nothing...I just fell like I'll never get anywhere with my powers. I mean how can I do any good if I can't even get through the training sessions without draining myself? I just want to be able to use my webbing and not feel like I just ran a marathon and, and...I just suck." She ended and put her head back down.  
  
May placed a hand on the girl's back. "No you don't, you just need time to learn to use it."  
  
"That's what everyone keeps saying but that could take forever." She muttered to herself. She got up and placed the glass in the sink. "I'm going to my room, I got some home work to do."  
  
May knew that Spyder was really feeling awful about not being able to compete on the same level of the students. She wondered if there was any way to help her when she got an idea.  
  
She walked around and found Xavier in the library. "Charles my I talk to you?"  
  
He put down a book he was reading. "Of course what is it you wish to talk about?"  
  
She sat down across from him. "It's about Spyder. Lately she seems to have trouble with her powers and feels she never will get a hold of them."  
  
Xavier sighed a little, he too had been thinking about that. "Yes, I believe she could use some help in that department."  
  
"Well I have an idea." May said smiling slightly. "You know how when children learn to rid a bike they get training wheels?" Xavier lifted and eye brow wondering where she was going with this.  
  
It was a couple of days later and Syder was studying in her room. {Spyder would you come to the Danger Room please} she heard Xavier say to her in her mind. It was still a little creepy when he did that but she went there.  
  
'I wonder if I need to chance?' She thought.  
  
{No, don't worry about it.} Came a replay.  
  
"I'm really starting to hate telepaths." She muttered. She found Peter in the Danger Room along with Xavier and May. "So what's up?"  
  
Xavier smiled at her. "Well May had an idea to help you with your powers." He handed her a box that was on his lap. "With Peter's help of course."  
  
She opened the case and her eyes went wide as she looked in. In it were a pair of silver looking web-shooter only smaller, in fact they look like they would fit her. She looked up at them. "Yes they're yours." Xavier said to her. "Peter here will teach you how to maintain them and to use them."  
  
She put them on immediately smiling the entire time. She looked to May and ran over to her and hugged her. "Thanks." She said. May hugged the girl back.  
  
"So Spyder you ready for your fist lessons?" Peter said grinning.  
  
She turned to face the older boy with a grin of her own. "You bet I am."  
  
May decided to leave them to it and Xavier oversaw their little exercise. Maybe she was useful around here after all she mused to herself. For the first time since coming here she felt she had really helped out.  
  
Before she left she took one more look back and smiled seeing Spyder. She looked to be having the a great time and was happier then she had been in days.

* * *

**NEXT UP CHAPTER 22: THE CAT BURGLAR**  
  
And not just any cat burglar either a very familiar one too. 


	22. The Cat Burglar

Sparky Genocide: Yeah I wanted to shift the perspective a little, and you bet she'll get jealous. As for May that's a good idea, although I think a purse since she doesn't have a cane.  
  
Hatten: Thanks glad you like it.  
  
Supergirlhv: You got it, and I'm glad you liked the last chapter.  
  
Dacl73: Ah crap I hate it when I miss stuff like that.  
  
Morlin: Thanks, and you know that's not a bad idea, thanks. I'm not sure if MJ will end up with Peter though, and Black Cat will not be joining up, she's solo all the way. (Check out The New Teacher for Peter/MJ stuff)  
  
Emerald Knight: Cat fight is definitely the right word for it, and I agree with what you said, I try and balance it all out between plot, action & character development.  
  
The Uncanny R-Man: Whoa, one thing at a time, I'm trying to make this my longest fic ever and I don't want to bring in all the really cool stuff right away, but I'll get around to it don't worry.  
  
EvilWhiteRaven: Sorry not wither of them, the clue was the second word in the title, but you'll see.  
  
Kaliann: Oh yeah, and I bet you do know who it is.  
  
Ldypebsaby: You got it, but I think she's more of an independent person.  
  
X-Over: You bet she is, but I'm not sure she's going to join up them since she's not a mutant or have powers.

* * *

**  
SPIDER-X  
  
CHAPTER 22: THE CAT BURGLAR**  
  
Peter was on one of his nightly patrols of the city. So far it was a quiet night, only one mugging and some guy trying to steal a parked car and that was it. He was definitely thinking about turning it in early. With a test coming up he could use the extra time to study.  
  
He landed on a building top that he noticed was near the museum. 'You know I've never seen it yet, maybe I should go on the weekend or something.' He thought to himself. Being the intellectual type Peter was always ready to learn, plus he heard they had a few interesting things there.  
  
He was about to head in when he saw someone coming out of the museum...from a window on the roof. "Well I doubt they forgot their key, so much for a quiet night." He said to himself and lunched himself from the building.  
  
He swung himself down right behind the thief. "Now I'm going to give you a choice put whatever it was back or we fight, things get ugly and well you don't want that."  
  
"Oh really?" Peter was surprised at the female voice and when the thief turned around and moved closer into the more lighter areas he was surprised by what he saw. It was a woman he guessed to be around eighteen, short pure white hair. She was dressed in very tight black leather that seemed to show every curve of her body.  
  
'And boy what a body.' Peter thought as he took it all in. She also had a small v-shaped plunging neckline that showed off her cleavage, and there was white fur like stuff on the neckline, above the wrists and below her knees. She also wore two kinds of material over her eyes.  
  
She walked silkily up to Peter. "My, my, my." She looked Peter over. "And what do we have here?"  
  
Peter snapped out of his little trance. "Uh, look in case you haven't heard the name is Spider-Man, and I can't let you leave with that." He pointed to a golden rod encrusted with jewels.  
  
"Oh really?" She said grinning. "Well my name is Black Cat, and I just crossed your path." She walked backward to the ledge, and blew him a kiss. "Later sexy." Then she dove backwards off the building.  
  
Peter thought she was nuts and ran to the edge, just in time to see her shoot out some kind of crippling hook and swing to another building. "Oh no you didn't, that's my shtick there missy, I'm the one that swings around this town." Peter said to himself and went after her.  
  
He and to admit the girl was good, but he was better and he knew this city enough to get ahead of her. After several minutes Black Cat looked behind her to see if she was being followed and was a little disappointed that Spider-Man wasn't behind her. 'Too bad, he was kind of cute...well body wise but if his face is as good as that body, then_ meow_.'  
  
"You really shouldn't take things that don't belong to you." She whipped her head around to be literally face to face with Spider-Man.  
  
She took a step back. "Well I'm impressed Spider, no one has ever and I do mean ever chased and caught me before." She moved up to him and started to run a finger down his chest. "Tell me isn't there any other way we could get out of this?"  
  
"Uh...well...you could give back what you stole for starters." Peter said trying to ignore her flirting, and boy was he trying, cause that girl was not making it easy on him.  
  
She gave a pouting look at him. "Do I _have_ to?"  
  
"Yes." Peter said sternly.  
  
She sighed. "What does the sexiest man I've met have to be such a good boy?" She said to herself. She suddenly looped both of her arms around his neck and pressed up against him. "Are you sure there isn't another way we could work this out." She whispered to him.  
  
She was close enough for him to make out her blue eyes and the look in them too, and well he had never had a girl, especially a vary HOT girl look at him like that, also he was definitely trying to ignore her body pressed up against him too, so his answer was a little weak. "Uh...y-yeah I'm sure."  
  
"Pity." She said her face dropping. She slid back from him and looked sadly at him. "Too bad your such a nice guy, but before we get to the cliché battle there's just one thing I got to do."  
  
"What's that?" Peter asked not liking where this was going. The next thing he knew in a flash she was right up against him again only she was pulling his mask up. "Hey what are you-" But his objection was cut short. After she only pulled enough of the mask up to reveal his mouth did she cut him off by planting the biggest kiss Peter had gotten in his entire life.  
  
She pulled back and licked her lips. "Damn, and a good kisser too." She went to the edge of the building again and held out the golden rod. "Tell you what let's skip the battle, _here think fast_!" And with that she threw the rod over the building.  
  
Peter had to act quickly he knew he had to get that back, but if he did she might get away. 'Screw it, the things most likely worth too much to lose.' Peter thought and dived for the rod.  
  
He managed to snag it and when he got back to the roof there was no sign of this Black Cat girl. "Great, now I got a female thief who has the hots for me, and has a thing for cats. What am I Batman?" Peter said to himself.  
  
He looked at the rod and shrugged. 'Well I better get this back.' He made his way to the museum just in time to see that the guards had noticed the rod was gone.  
  
"The golden rod of King Alexander its' gone!" One of them said. Peter put it back with his webbing from the roof quickly. "The golden rod of King Alexander it's back!" said the same guard.  
  
Peter just started his way home. On his way there he passed a clock set into a building. "Oh crap!" It was one in the morning and the deal was if he was to still be Spider-Man he had to be back before midnight. "I'm so dead!" He made his way as fast as he could back to the Institute.  
  
When he managed to get back into his room he felt he was safe. "You're late kid." Said a familiar deep and gruff voice. Peter turned slowly and sat Logan sitting in a chair almost completely hidden in the shadows. That is until he stood up and made his way to Peter. "You better have a good excuse." Then he sniffed the air. "And why I smell a girl all over you too?" He asked studying him with his gaze.  
  
"Well first off I was on my way back, and ran into, well a cat burglar, only she was really getting into the role." He told him. Logan raised an eyebrow and Peter told him everything.  
  
"Wait a minute, you saying this girl dresses up as a cat, broke into the museum, you chased her, she came on to you, and she got away."  
  
"Well...I did get back what she stole at least." Peter offered.  
  
"We'll talk about this in the morning." Logan said and started to walk off.  
  
"Am...I in trouble for coming in after curfew?" Peter asked wearily.  
  
Logan stopped and considered it. "I don't think so, at least not this time since you had to stop that, but if this becomes a habit then I'll reconsider it. Got it?"  
  
"Oh yeah." Peter said quickly. Logan nodded and left his room. Peter stripped off his costume and put on his sleeping attire.

* * *

**THE NEXT MORNING**  
  
Several of the students were getting their breakfast. "Hey guys check this out." Kitty said placing the paper in the center of the kitchen table for everyone to see. "Spider-Hero of Bayville?" Kurt read the title.  
  
"Yeah, looks like Peter's actions are getting noticed and people are talking already." She said.  
  
"Yeah I heard this one kid at school said that he was saved by a guy in red and blue." Evan spoke up, while reaching for some toast.  
  
"This might be a problem." Scott said looking at the outlined picture on the front with a question mark on it.  
  
"Why this could be perfect for us." Evan said and everyone was interested in this line of logic. "You see if people see other people with powers doing good, maybe they would be more tolerant of mutants when we come out."  
  
The others look at each other. "He might have a point." Kurt said.  
  
"Well...maybe the Professor would know what to do about all of this." Scott said. He didn't like the exposure of what Peter was doing, but he had to admit to what Evan said. If people became used to this kind of thing, maybe they wouldn't have to hide all the time. It was far-fetched but it was a nice thought. Peter chose to come in at that time. He looked like he just got up, his hair was still a mess and he was shuffling more then walking.  
  
"Late night?" Rogue asked him with a smirk. He merely nodded his head and went for the coffee. When he came back she noticed a pinkish color on his lips. "Is that lipstick?!" She shouted out.  
  
That got Peter's attention and everyone else's. Peter went to the closest mirror and looked it. "Damn it." He hadn't noticed it last night because he hadn't checked himself in the mirror. It was still there, slightly faded but if you looked you could still see the color.  
  
He went to the sink and rubbed it off with some water. When he turned he saw everyone staring at him. "What?"  
  
"Peter like why did you have lipstick on you?" Kitty asked him. Rogue however was still a little shocked at that.  
  
Peter sighed and sat down to eat. He told them everything about last night. One of the new recruits mainly Bobby asked for better details of how Black Cat looked, and him and several of the male members got slightly envious looks on their faces.  
  
"So she just kiss you, just like that?" Scott asked him after it was done.  
  
"Yeah caught me by surprise." Peter admitted.  
  
"Vhat about your spider sense?" Kurt asked him after thinking on it.  
  
Peter scratched his head. "Well that only goes off against threats, and well I guess a kiss doesn't count."  
  
Rogue however had heard enough of this and got up. "Ah'm goin' ta get raedy for school." She said coldly and stormed off. The others watched her leave and were a little stunned by her odd reaction.  
  
"Like I better go get ready too." Kitty said and went after Rogue. She caught up to the older girl just outside their room. "Rogue are you alright?"  
  
"Yeah." She simply said, but Kitty could hear the hurt in her voice.  
  
"Rogue-"She began but she was cut off.  
  
"Kitty just drop it...please." She said and Kitty nodded, but when she was feeling better she was going to ask her what exactly was wrong. Then an idea hit her. 'Does Rogue have feelings for Peter?' She thought.   
  
She knew about Rogue's crush on Scott, but lately she seemed to have gotten over it, now after her reaction to Peter's night...well it didn't take a genius to figure it out. At that moment she felt bad for Rogue, if she was crushing on Peter then what had happened was only a reminder of something she would never be able to do with him.

* * *

**NEXT UP CHAPTER 23: RELATIONSHIP ISSUES**


	23. Relationship Issues

Sparky Genocide: Well she might talk to him, but also might be a bit cold to him too. As for when those two meet you're right about that.  
  
Red Witch: Thanks, and that's strange, I guess it's just a glitch.  
  
WingDing9: Well I'll keep it up, but I got lot of other work and other stories too.  
  
Ivan Alias: That correction was exactly the same thing I had. Thanks I liked the Batman thing too, and nice joke there at the end.  
  
lulugir715: Yeah I know, in fact I'm writing a fic with one of those people too. I think there are a couple of other ones too.  
  
the nitpick: Only ONE?! I used to have a lot more then that. You should see my earlier work it's much worse. I thought about it, but finding a good one is hard. BTW that's the perfect name for you.  
  
Jaguar2100: Thanks, and I guess I just wanted to stay true to the comic version of Spidey.  
  
celtcath74: lol, yeah he's really got his hands full now.  
  
Fire inu: Ron? Did you mean Rahne? I think I know what your talking about.  
  
Jakk: Thanks, I'll try and keep the story going as long as I can.  
  
Supergirlhv: Thanks, I tried to stay with what she does best.  
  
Morlin: You bet it will be.  
  
The Uncanny R-Man: Yes she is good to have around, and you bet that when those two meet the fur will fly.  
  
EvilWhiteRaven: Thanks for the tip it's fixed now, and I'm glad you finally figured it out.  
  
Kaliann: I guess they do, and I hope I didn't keep you waiting long.  
  
AnthonyR: Yeah I fixed it, but it takes a little time, I guess it didn't repost the fixed one until after you read it.  
  
X-Over: Thanks for commenting on the Batman line I liked it. And I know about those, but I wasn't sure how to write it, so I just left it out.  
  
Sweegy: Glad you like the story so much, and here you go.

* * *

**  
SPIDER-X  
  
CHAPTER 23: RELATIONSHIP ISSUES**  
  
School that day for Peter was pretty much, same old same old so far. Max who the X-Men knew had to be Electro was still a jerk to them, but since most of the other Brotherhood were too that wasn't unusual.  
  
Lunch was a different story though. Peter walked up to the table with Kitty, Kurt but Rogue seemed to be having lunch with Risty today. So he sat down with them. He could have sworn Rogue was acting a little odd today, so he figured since they had their last class together he would ask her what was going on then.  
  
Peter noticed that Kitty was a little down too. "So what's up with you?"  
  
She sighed. "It's just that, well, after what happened with the Brotherhood things have been a little strained with me and Lance."  
  
"That's an understatement." Peter said to her. "He was part of the team that tried to kick our butts for no apparent reason."  
  
Kitty seemed to get a little angry at that. "I like wasn't his fault. He was told to go with the others by Mystique. She also got punished by her for fighting with Max when I got shocked."  
  
"Vait she's back?" Kurt said surprised. "Vhy didn't you tell me?" He aid slightly hurt, but mostly on the verge of panic.  
  
"I like just found out when me and Lance talked." Kitty said to him. "I was going to tell you and the others later." Kurt nodded his head. He understood why now, it was just after he had learned that she was his mother, and after everything she had done to them, it was just a sore spot with him.  
  
Peter decided to keep out of that conversation. He had heard of Mystique and of her relation to Kurt. He felt sorry for his friend that after all that time to find his biological mother only to have it turn out to be Mystique was harsh.  
  
Scott came to join them and boy did he look like someone had run over his dog. "Kurt I won't need those tickets after all." Scott said to him and passed him two tickets. "Turns out Jean has something planned with Duncan."  
  
Everyone at the table winched in sympathy. They all knew about Scott's huge feelings for Jean, and all knew that Duncan was a jerk to say the least. "Sorry it didn't work out." Kurt said to him. Scott just shrugged.  
  
Peter looked at the tickets. "Dude these are to the rack show aren't they?"  
  
"Ja, but I zem in a contest at school, but who am I going to go vith?" Kurt said shrugging.  
  
"What about that Amanda girl? She's seems interested in you." Peter offered.  
  
"Vhat? Her? Zhere is no vay she likes me." Kurt said trying to convince Peter, although Peter did note a slightly depressed tone in his voice. Peter decided to drop it for now.  
  
At the other table Rogue was half listening to Risty. She didn't know why she felt so...betrayed by Peter. They were just friends and it wasn't like they were dating or something so why was she feeling this?  
  
Risty had been going on and noticed that Rogue wasn't listening to her. In fact she seemed to be stealing glances over at the one of the other tables. "So I hear that Godzilla is going to destroy Bayville."  
  
"Yeah sure." Rogue replied.  
  
"Rogue darling wake up!" She snapped her fingers in front of her eyes. "What's with you today? You've seemed distracted."  
  
"It's nothing'." Rogue said sternly to her.  
  
Risty looked over at the other table and she raised her eyebrow. "Is there something going on between you and the new guy?"  
  
"_What_? No!" Rogue said to her. "Ah just got a lot ta think about."  
  
"Uh-huh." Risty said in an unbelieving tone. Rogue just scowled at her. After a few seconds of silence she spoke up again. "He is cute."  
  
"Stop it right there." Rogue warned her.  
  
Later in the day Peter was making his way to his last class when he came upon Duncan Mathews and his friends picking on a freshman, again. 'Don't jocks got anything better to do?' He thought to himself.  
  
"Hey why don't you genetic throwbacks do something constructive for once? Like growing a another brain cell so the one other one isn't lonely." Peter said to them. Now he knew that what he just said was an open invitation to an ass kicking, mainly his. But he couldn't stand by and watched this happening anymore.  
  
The jock turned their attention to him. "You got a mouth on you, you know that kid?" A tall brown haired guy that was a least a full foot taller then Peter said towering over him.  
  
"Yeah, but I got a great personality." Peter said back to him smiling. They were a little confused by his response but it worked, since the kid they were picking on took that moment to take off. 'Great, now I just need someone to save me.' Peter thought.  
  
Duncan moved up to him. "You're one of those geeks that hang with Jean aren't you?"  
  
Peter looked unimpressed at Duncan. "Yeah, and personally I don't see what she sees in you."  
  
Duncan just grinned at Peter. "Hey it's not my fault that red head is a bimbo. Besides she's a babe and there's only one reason I'm going out with her which I think is pretty obvious what that is." He said with a leering look in his eyes.  
  
Peter did know, he had heard of guys that just get the pretty girls then after they get what they want they dump them. "And what makes you think I won't tell her what you just told me?" Peter said slightly angry.  
  
"Please like she would take your word over mine." Duncan said in a superior tone.  
  
Peter's eye caught something with his eye and smiled. "Then why don't we asked her." Peter said pointing at Jean coming down the hall.  
  
Duncan looked like he considered the challenge but changed his mind. "Come on guys, we got better things to do." He said to his group of friends. Peter watched them go off and meet up with Jean. After what he assumed were a few pleasantries Jean moved off and saw Peter and walked over to him.  
  
Peter turned to Jean. "How can you go out with that jerk?" Peter said nodding to Duncan.  
  
"What are you talking about?" Jean said confused and slightly offended by it.  
  
Peter just stared at the older girl. "Jean for a telepath you really don't know what goes on in the minds of others do you?" He said flatly.  
  
Now Jean was getting angry. "Now what's that supposed to mean?" She demanded.  
  
"Take a look in my memories of Duncan, especially in the last few minutes." He said sternly to her. He just hoped she didn't go too far, he still had things he didn't want others to know about.  
  
Jean mulled it over in her mind, but decided to call Peter on his accusations. What she saw turned her cold inside. She saw what he had said and the things he had done.  
  
"Jean I'm sorry." Peter said seeing the hurt expression on her face.  
  
Jean's eyes got misty and she just ran off from Peter. He tried to chase her down but he had lost her. 'Great Peter just great, but she deserved to know.' He thought to himself.  
  
It was the last class of the day and Rogue was wishing it was over. She just couldn't concentrate and Peter kept looking over at her, and she had been doing the same. She had been avoiding him all day and she knew she couldn't keep it up eventually.  
  
She knew she had no right to be angry with him. The whole thing was just a cruel reminder of how every other girl could get close to others, and she was stuck keeping everyone at arms length. She would never be able to hold someone's hand unless she wore gloves, or never be able to kiss another guy.  
  
When the bell rang the students made their way out of class. Rouge felt a hand on her clothed arm. She turned to see Peter there. "Rogue is something wrong. You've been acting strange since breakfast."  
  
Rogue could see that he was truly worried about her, and she found it hard to feel angry at him. "Ah'm sorry, it's just that...well, ah'm just havin' a bad day."  
  
"You want to talk about it?" He offered.  
  
"Naw, but thanks." She said to him. They walked on in silence but soon they saw a few students gathering around. They saw Scott there too and walked over to him, they noticed that he had a smile on his face and that when they noticed the yelling.  
  
"I told you we're through!" Peter and Rogue turned to face each other. They both knew that voice as Jean's. They looked through the gathering see of people to see Jean telling Duncan off.  
  
After a major blowout on Duncan, Jean turned and looked to Peter. {I may not like what you showed me Peter...but I'm glad you told me} She sent to him.  
  
She left the gathering and went over to Scott. He placed an arm around her and she leaned her head on his shoulder. After all of that she needed a shoulder to cry on, Scott on the other hand was really starting to have a great day at that moment.  
  
Then Peter noticed the look Duncan was giving him. 'Great now I'm next on his hit list.' Peter thought to himself. Luckily classes were over but then again he'd have to face him sometime tomorrow.  
  
"Well ah'm glad she actually wised up and dumped that jerk." Rogue said to him.  
  
"Yeah she's better off." Peter had to admit putting the impending confrontation with Duncan in the back of his mind for later.

* * *

**NEXT UP CHAPTER 24: NEW RELATIONSHIPS**  
  
More of a Max/Tabby & Jean/Scott chapter guys. 


	24. New Relationships

Sparky Genocide: Might be, try will be the next time those two meet it will not be pretty.  
  
Ivan Alias: Yeah I know, but I just wanted to get that out of the way. But the Jean/Scott thing will be built up slowly though.  
  
Malciah: Well if you might change your mind later on, but yes other Marvel characters will make an appearance you just have to be patient I can't use them all right away.  
  
Red Witch: No I don't which was one of the reasons why I chose to bring him in before mutants were discovered.  
  
Lord Destroyer: Don't worry yes he will and I do have something planned, but not too soon.  
  
Jaguar2100: Well he's not used to girls going after him after all. I'll see what I can do about more DR.  
  
Emerald Knight: Thanks I appreciate what you said. I'll try and give ya more plot.  
  
Ldypebsaby: Not a problem, and those two will finally get it together. As for Kurt & Amanda, remember the Sadie Hawkins dance? They'll hook up then like in the show.  
  
BlackRoseApocalyps: Hey no problem, you got a lot to work on, plus I got several on-going fics.  
  
Supergirlhv: Yeah I know what you mean and as for Peter since he's been picked on he knows how it feels.  
  
The Uncanny R-Man: Oh he'll get it with her just wait. And yes you do sense that.  
  
Kaliann: Don't worry it will work out...eventually, trust me when it happens it will make it al worth while.  
  
AnthonyR: You might be surprised by what happens.  
  
Morlin: Yeah I like to move the focus around a little sometimes.  
  
X-Over: Thanks in the few seconds I read this I got a few great ideas.  
  
Sweegy: Oh I don't know, I think there are a few chapters coming that you'll really enjoy.

* * *

**  
SPIDER-X  
  
CHAPTER 24: NEW RELATIONSHIPS**  
  
Mystique was at the kitchen counter, the newly restored one to be exact. With the new cash she brought in she was able to replace many of the broken objects. 'How these kids managed to break nearly everything is beyond me.' She thought darkly to herself. She was drinking some coffee.  
  
It was after school and all the kids were home, well Pietro was running around Bayville, Lance was still grounded after that incident with Max. Fred and Todd were outside playing in the snow.  
  
She was also watching out of the corner of her eye Man and Tabitha interacting. It seemed that the two of them were interested in each other and she hoped that they got together. She didn't want them to get together because it would make them happy, but because if her boyfriend was out there and got hurt because of the X-Men she might turn to their side even more.  
  
She grinned to herself. She could be a valued member if she could be turned, she would have to work on the girl through subtlety, plus there were rumors of even more unusual people with powers that she soon had to leave to investigate for. IF they were as powerful as Max, well things will surely turn the tide against the X-Men.  
  
Then a thought hit her. 'Maybe I can get her too. It won't be easy and she's not exactly controllable but I think I know someone that could help out.' A grin grew on her lips at the thought of Charles' face when he saw both of those girls standing next to her in battle.  
  
In the living room Tabitha was watching Max play with his electrical powers. He made it jump his fingers and go around his hands and then jump from hand to hand. "That is just so cool." She said mesmerized by it all.  
  
Max smiled. "Thanks Tabby." He had to admit he really liked Tabitha. She wasn't like other girls, for once she actually noticed him, but he was different now, he had power and was more confident in himself. Plus she was cute too.  
  
He considered asking her out but there was still at part of him that was the old him, he was still getting used to being better then everyone, stronger, it wasn't easy to forget a life of being a nobody...a loser.  
  
"Hey, Max. You want to get out of here, maybe getting something to eat?" Tabby asked him. "Come on we can take Lance's jeep since Mystique said he couldn't use it for a whole week unless it's to take us to school."  
  
'Then again maybe I don't have to do much at all.' Max thought to himself. "Loved to Tabby, let's go."

* * *

**XAVIER'S**  
  
Scott had just left Jean alone in her room. He felt bad that she was hurting so much and now more then ever hated Duncan more then he thought was even possible. Jean had pretty much unloaded on him about everything she had learned about him and how he was only using her and had actually laughed at her behind her back.  
  
Just before she had broken up with him, she had scanned his mind to be sure and what she found wasn't pretty. She couldn't believe she didn't see it all before now. Sure right now Scott was pissed but also he was secretly glad she finally found out what kind of guy he was.  
  
With the exception of Jean, everyone seemed to know he had feelings for her, hell they had been best friends for so long they knew everything about each other, they were closer then he thought was possible. At least until high school, then she started to hang out with the 'popular' crowd and she seemed to push him aside.  
  
He knew she didn't mean to and now that Duncan was out of the picture and he was the supporting best friend maybe he finally had a shot at her. But he wouldn't just ask her out of the blue, she was still hurting from Duncan and he didn't want to be the rebound guy. He was thinking there had to be someway to cheer her up then it hit him.  
  
He ran to Kurt's room as fast as he could and he found him there looking over a textbook. "Kurt you still got those tickets?"  
  
"Ja vhy?" He asked raising one of his eyebrows slightly curious as to why he was asking.  
  
"I want to help cheer up Jean and those would be perfect." Scott explained to him.  
  
Kurt got a smile then at that. "It's also a nice vhy to move from friend to boyfriend."  
  
"Well...it's a start, but she just broke up with him, I want her to get over that before I ask her out on a real date." Scott said to him.  
  
Kurt thought that over. "Ja, you don't vant to ask a girl out on ze rebound." He got up and went over to his dresser and looked through it and pulled out the tickets and then handed them to him. "Here, and I hope you two enjoy yourselves."  
  
"Thanks Kurt." Scott said smiling at his friend. He left Kurt and then went to Jean's room. He knocked and when she said he could enter he did. He saw her on her bed drying her eyes. They were still red from her crying earlier but she seemed to be better now.  
  
"Hey how ya feeling?" Scott said softly to her.  
  
"Like the world's biggest idiot. I can't believe he was just using me the entire time." She said sadly.  
  
"Well you should forget the jerk, I mean your too good for him, and he doesn't deserve you crying over what he did." Scott said to her sitting next to her on her bed.  
  
She smiled weekly at him. "Thanks Scott."  
  
He put his arm around her and she leaned into him without hesitation. She was surprised by how good it felt. It was more warmth and comfort in his arms then she had ever had in Duncan's. Well Duncan wasn't the comforting type, more of the groping type.  
  
"Hey Jean I know what you need." She looked at Scott wondering what he was up to. "I still got those tickets that show, why don't I take you to it so you can forget about Duncan and you can enjoy yourself."  
  
Jean thought about it. She had told him she already had plans, but now that she wasn't going out with Duncan she was free, and she really felt like doing something else other then being in her room and brooding over that jerk.  
  
She smiled slightly. "You know...I think I will, I could use a distraction from it all. Thanks Scott."  
  
"Anytime." Scott said smiling. It may not be an official date, but taking Jean out even as a friend was a step in the right direction.

* * *

**MEANWHILE**  
  
Max and Tabitha were at Gut Barn eating some fast food. "So your dad was a jerk too huh?" Max said. Tabby had just explained why she ran away from Xavier's.  
  
"Yeah, I take it yours wasn't any better?" She said sadly.  
  
Max didn't want to think on it. "No...he was a lazy drunk who like to take his frustrations out on me...usually with his fist...or a belt at times." He said darkly staring at the food without really looking at it.  
  
Tabby moved to his side and placed a hand on his. "Guy sounds like an ass, so what happened? He in jail too?"  
  
"No...let's just say he doesn't care where I am." He told her. 'Or anything else for the rest of his life' He though to himself with an internal grin. He would always treasure the look on his face as his mind was fried. After everything he deserved it.  
  
Tabitha moved closer and placed a hand on his cheek moving his head towards her. He looked into her eyes and didn't see pity, he saw the look of someone who had been there. He saw the hurt, the pain and a longing.  
  
They moved closer and then the next thing he knew they were kissing. He snaked his arm around her waist and pulled her close and she put one arm around him and pulled herself closer.  
  
They didn't know how long they were in the kiss but when they pulled away they did notice a few people staring. "Take a picture why don't you?" Tabitha said to them, which got them to turn around and go back to whatever it was that they were doing.  
  
Max couldn't help the grin on his face. "That was...really nice."  
  
Tabitha smiled too. "Yeah it was."

* * *

**PETER'S ROOM**  
  
Peter was finishing his math homework in his room when a pair of hands suddenly covered his eyes. "Guess who?" Said a female voice.  
  
"Uh...Kurt?" Peter said joking.  
  
"No." Said a slightly aggravated voice.  
  
Peter felt the hands. "Oh I know, it's got to be Hank with those hairy palms." The hands moved away and Peter suddenly got smacked on the arm.  
  
"WHAT?" Spyder said angrily. "I do NOT have hairy palms."  
  
Peter couldn't help but laugh. "So what's up?" He managed to say.  
  
She just shrugged. "I was just wondering when we get our next lesson with the shooters, since the adults don't want me playing with them." She muttered the last bit under her breath.  
  
Peter was about to answer when Xavier sent a message to him. {Peter please and join me in my office}.  
  
Spyder noticed his look. "What?"  
  
"Xavier wants to see me." He said shrugging. "We'll have to schedule something in later, after I get back."  
  
"Okay I'll make myself comfortable." She said happily and jumped onto his bed and stretched herself out. "Well go on, the sooner you go the sooner you get back."  
  
Peter smiled and shook his head. He made his way to the office and saw Xavier sitting behind his desk. Then he noticed the paper that had the article on a mysterious hero. He saw Xavier with a concerned look on his face. "I think we need to have a talk Peter."  
  
Peter knew this wasn't going to be good.

* * *

**  
NEXT UP CHAPTER 25: CONCERNS**


	25. Concerns

Sparky Genocide: Well technically he already knew about it, but he's not too happy about the exposure.  
  
Ivan Alias: Yeah I like to build things up slowly, look out for more in this one too.  
  
Supergirlhv: Pretty much, but you might not like Max all to well in the future, remember he's not a nice guy.  
  
Bumpkin: Thanks for the kind words, and may be the biggest and best sight but also has a fair share of bugs too.  
  
Lord Destroyer: Don't worry I thought about that, remember who the X-Men have now too. A little Spidey sense works better then a red headed telepath or enhanced senses.  
  
celtcath74: Interesting question, I may have to do something about that later on.  
  
DragonArmada: Thanks for the compliment, don't forget to check out my other work too. (Be sure in order) Don't worry I already got something planned to overcome Rogue's powers.  
  
Ldypebsaby: Yes, yes he is a dick. Scott does get his chance and even more so in a special chapter I got cooked up, but it might be awhile off.  
  
Oceanbang: Wow did you make up for lost time, lol. I'll update as fast as I can.  
  
Red Witch: Yeah a good story needs some of that from time to time.  
  
KaliAnn: I'll try but I'm busy but I'll try to remember.  
  
BlackRoseApocalyps: Your kidding...who would put a magnet on a disk?  
  
The Uncanny R-Man: Yeah but then how did she know it was him or where he lived? And as for the talk with Xavier, he might not ask him to give it up, but you'll see.  
  
AnthonyR: If you do start on the AGU start at Enter Mayhem. I'll try and update The New Teacher but I got writers block on it.  
  
X-Over: She'll find out eventually, but not for awhile.  
  
Krylancelo: Thanks, hope you check out the other stories too.  
  
Sweegy: Let's just say that he has to fight for his believes in what he does

* * *

**SPIDER-X  
  
CHAPTER 25: CONCERNS**  
  
Peter took a set from Xavier. He had his finger steepled together looking at Peter from behind his desk. "I know Peter that you feel you have to use your powers to help others, and your reasons for going out at night, and we did agree that you would continue to do this, but your actions are starting to get noticed."  
  
Peter nodded. "Yeah I saw the paper too, I'm not trying to expose mutants or anything Professor." He pleaded to him.  
  
"I know your not Peter, but this does rise a few questions." Xavier said to him.  
  
"I'm not giving this up." Peter said sternly to him. Xavier was slightly surprised at the note and look of defiance in his attitude. Xavier knew all too well he would never be able to convince or enforce Peter not to be Spider-Man. If he did try to stop him he knew he would just go out at night like he normally did.  
  
"Peter you've been getting tired lately, with school and training I was just wondering if you would consider at least cutting back on being Spider- Man. I know your Aunt worries about you Peter and so do I and a few of the others here too. I know you may never stop this but you shouldn't let it control you either." He told the young man. "That and this attention your getting could lead others to mutants in some way and I'm not sure if the world is ready for people with powers like ours and even yours."  
  
Peter took all of it in and sat there thinking about it. "Well...I am getting tired so maybe I can take a few days off when I need to...but why couldn't we use Spider-Man to our advantage?"  
  
Xavier looked at him curiously so Peter continued. "Well at breakfast someone made an interesting point. If people saw a person with powers helping people and it they saw him as a hero then when mutants are brought into the public they might be more tolerant of them, maybe not even fear them as much."  
  
Xavier thought about this. "You may have a point, but you could be turned into a villain just as easily too."  
  
"How? All I do is help people. Every night I go out there someone is safer, there's less crime who could see that as me being a menace?" He asked the Professor.  
  
**NEW YORK**  
  
"I want to know if these rumors of a Spider thing in Bayville are true or not." Said J. Jonah Jameson editor of the Daily Bugle. He was gesturing wildly with his hand that had a cigar held in the fingers. He had a flattop haircut that looked so out of style and date that no one knew when people had that kind of hair. The Hitler mustache he had was just as bizarre.  
  
"I want to know what is going on in that place. People getting put into giant webs, someone that leaps over entire buildings, people getting attacked on the streets."  
  
"But Jonah those people were criminals." Said a tall black man across from him. He was Joseph "Robbie" Robertson, he was Jameson's right hand man at the Bugle.  
  
"That's beside the point." Jameson said to him waving his statement aside. "If there really is some vigilante going around that place or some kind of giant spider-creature then I want the exclusive to it. If it's a fake then we'll expose the fraud. Either way it should be some interesting reading."  
  
"But we don't have anyone to cover this, I mean it's too busy with everything going on now Jonah." Robbie calmly said to the man.  
  
"What about that new kid?" Jameson asked him. "What was his name? Rock?"  
  
"You mean Brock? Eddie Brock?" Robbie said to him. "I think he's on assignment at the moment and won't be back in New York in a month."  
  
"Blast it!" Jonah said slamming a hand on his desk. "Fine when he gets back send him to Bayville to look into this spider menace."  
  
**BAYVILLE**  
  
Peter was just getting out of his little meeting with Xavier and headed to the kitchen. He slumped in a chair after he got something to drink from out of the fridge. Aunt May walked into the kitchen and saw him there. "Peter is something wrong?"  
  
Peter was silent for a moment. "Aunt May...how much do you worry about me when I'm out there as Spider-Man?" He asked softly not taking his eyes off his drink.  
  
May was taken aback by his question after a moment she sat down across from him. "I won't lie to you Peter. You're all I have left in this world, and I'm scared that one day you may get seriously hurt or even...die."  
  
Peter was about to object but she stopped him. "We thought the same about Ben and we were wrong." That left them both silent after that, but she started up again. "But I know how important this is to you, I know you help people in ways no one else can. And I know that Ben would be proud of you."  
  
Peter looked up his eyes getting slightly misty. "Do...do you really think so?" He asked his voice soft and near cracking.  
  
May smiled kindly and nodded. "Yes, because so am I." She took his hand and gave a reassuring squeeze and he squeezed back.  
  
"Thanks Aunt May." He told her she only nodded and held her smile. Peter washed out his glass and went back to him room. Suddenly he felt like he forgot about something.  
  
When he entered his room the first thing he heard was. "What took you so long?" Peter winced. Now he remembered what it was.  
  
"Sorry about that." He said to the pissed off thirteen year old. "So where were we?"  
  
Spyder glared at him. "I swear sometimes I think you'd forget your head if it wasn't attached. I mean how come someone so smart be so...forgetful?" She said choosing a more flattering word then she originally wanted to use.  
  
**ACROSS BAYVILLE**  
  
Dr. Connors was in the basement of his home. He had converted it into his own lab so he could continue his work. Ever since the lab accident that took his right arm from him, no one would fund his research, he was considered not to use safety procedures. That was a joke, of course he did, what had happed was a freak accident nothing more.  
  
His wife was very understanding luckily. In fact she was actually happy that he was teaching now, ever since the accident she had been afraid that if he went back to work at Oscorp he might end up dead from another accident.  
  
His lab was basically several tables. One held lab equipment and the other held his specimens. Several cages with different types of reptiles and a few lab mice. The mice were disable, usually without a tail or even a leg.  
  
On one far wall were two blackboards filled with chemical and mathematical problems that he had been agonizing over. He was looking at one of the problems, basically how to fix it so mammalian DNA could accept the reptilian DNA without rejection. He sighed to himself running his only hand over his short brown hair, careful to mind the chalk still in his grip.  
  
He had been working on this problem for months, even before he took the job at Bayville and he was struggling with it. He knew he would find a way but it would take time, since he didn't have the resources that he used to.  
  
He touched what was left of his right arm as the memory of the accident resurfaced once again. He had sworn that everything was working fine, and didn't understand how the explosion happened. Thankfully no one had died in it, he wasn't sure if he could have lived with himself if anyone had.  
  
In that one day he went to the foremost expert in genetics to a simple high school teacher. Well it wasn't so bad, he found he actually liked to teach young minds and he already had three very promising students. Kitty Pryde who if you met her you assumed she was one of those stereotypical valley girls who had no clue about science. Boy was he surprised.  
  
Then there was Peter Parker another mind that he could see great potential for in the world of science. But then there was Max Dillon. He seemed to be bright but also a very angry boy with a lot of issues. He wasn't sure what would happen to him.  
  
He looked back at the blackboard and put the chalk down. He went over to the cages and looked at his animals. Soon he will find a way to use a reptiles ability to re-grow lost limbs and put that into mammals. First he would use the mice, but if he was successful what then?  
  
It wasn't like he could go to someone and tell the world, they would never believe him, and if they did they might take it away from him, so that they felt safe that his research was done safely.  
  
It wasn't like he could use himself as a test he?  
  
He put the thought aside. One thing at a time, first he had to figure out the problem of rejection then he could think of what to do with it when he figured it out. He looked at his watched and sighed.  
  
It was getting late and he had papers to grade if he wanted to hand them back to the students by Friday. It was the only thing he didn't really like about teaching, the endless paper work involved.  
  
**XAVIER'S**  
  
Kitty was sitting in her room that she shared with Rogue, since Lance was still grounded and things were a little shaky with them after the last fight. She was concerned for her roommate. Rogue was acting a little preoccupied lately, in fact the last time she had seen her like this was when she was swooning after Scott.  
  
But now that Scott was finally making a move on Jean she everyone knew he was basically 'taken' now. But she knew there was something going on with her and Peter. They spend some time together and after that breakfast incident she knew there was something there.  
  
She knew Rogue wasn't the most open person but she had to try. "Rogue can I talk to you?"  
  
Rogue put down the book she was reading. "What?" She simply asked.  
  
"Look I like know there's something going on with you and Peter and quite frankly I'm beginning to worry about you."  
  
"There's nothin' goin' on." She said. "Ah can't touch a person remember?" There was a slight edge to her voice.  
  
"So." Kitty said to her. "Look I'm your friend damn it, so talk to me, you like know I'll just keep bugging you."  
  
"Look." Rogue said sternly. "Even if, _IF_, ah liked him a little what can ah do? First off ah can't touch him and secondly he doesn't feel tha same about meh."  
  
"Like how do you know?" Kitty challenged. "I mean have you like talked to him about it? And I did see him checking you out a few times."  
  
Rogue was silent after that. "Really? Ya must have been mistaken. Ah mean why would he beh interested in meh. He can't touch meh, ever." Kitty shrugged. "You must have been mistaken Kitty." Rogue said sadly she returned to her reading.  
  
Kitty on the other hand planned to see how Peter felt about her, as covertly as she could that is the next day at school.

* * *

**  
NEXT UP CHAPTER 26: JUST ONE OF THOSE DAYS**


	26. Just One of Those Days

Sparky Genocide: Yeah JJ will be a major problem latter on. Yes it is isn't it, kind of like when she liked Scott, nut now what if the other guys likes her too? This chapter I think you'll find interesting.  
  
Jaguar2100: Oh I'm just getting started too. After Lizard and everything else I got a whole bunch of other stuff on the way. Keep an eye out for it.  
  
Joseph: I do got something planed with them so don't worry, but I got a few things I want to do first.  
  
Kaliann: LOL, your welcome and yes he is a jerk but that's why I wanted to bring him in. Can you honestly see Spider-Man without him? It's like not having any of the famous villains, he's just one of those guys you love to hate.  
  
Emerald Knight1: Not a problem, and I wouldn't bring in Brock if the black alien costume wasn't going to be in this fic later on.  
  
Lord Destroyer: Yes she is, and I am bringing them both in but not at the same time, especially since I got to bring in the alien costume first before Venom can appear.  
  
Ivan Alias: Well I try my best but I'm not the world's greatest speller, so just deal with it.  
  
Morlin: Yeah tell me about it, the guy can't just get a break kind of like me, one of the reasons I like Peter so much I guess.  
  
Actiondude: Yep the Lizard will soon rear his ugly head. And if you think it's bad now trying to keep Spider-Man a secret wait until a little latter on.  
  
Ldypebsaby: Yeah he is, but you got to admit he makes things interesting.  
  
Oceanbang: Don't worry they won't be at the same time, and no she won't she's going to be a pain herself just more of a humorous one.  
  
Red Witch: You know it and I'm still just getting started, there is so much more I can do with this fic.  
  
The Uncanny R-Man: Yeah after seeing the actor portray him so perfectly I used him for inspiration. Don't worry they'll get to talking.  
  
And thanks to X-Over and bobtheheadlesschicken.

* * *

**AUTHOR'S NOTE: Since I'm getting so many reviews instead of cutting back I'm just responding to those that had something to say, and grouping all the rest into a thank you to save space from now on. I still appreciate all the reviews I just can't keep responding to reviews that basically say 'that's good keep it up'. It just takes up too much space so I'm grouping those together, hope you understand.  
  
Yes this is my first fic that's gone over 300 reviews!**

* * *

******  
SPIDER-X  
  
CHAPTER 26: JUST ONE OF THOSE DAYS**  
  
Peter crawled out of bed as the alarm. He was still stiff and sore from last nights activities as Spider-Man. He had been restless and needed to get out that night. Too bad he had taken his stress out by swinging nearly all night, and he also had DR session with the others after school too.  
  
'Not a great way to start the day.' Peter thought to himself as he got dressed.  
  
At breakfast he downed some eggs and bacon. "Geez Peter you look like hell." Evan said seeing him. "Did you run into Electro again last night?"  
  
Peter just muttered something unintelligible. "Like leave him alone Evan." Kitty scolded the boy.  
  
By the time it was ready for school Peter was a little more awake and was sitting in the van with Jean up front. She seemed better then yesterday after her breakup at least to Peter, and he had to wonder if Scott had something to do with her good mood.  
  
He saw Kurt up front humming to himself and in the back he was with Kitty and Rogue. For some reason Kitty had insisted on sitting by the window for some reason. He didn't know why it wasn't like they would roll down the windows it was still winter, even though spring wasn't far off.  
  
He looked at Rogue. He couldn't help but notice the fragrance she was wearing and he had to admit she smelled nice. 'Damn it stop thinking that, she only sees you as a friend Peter.' He thought to himself. Even since he had met Rogue he had to admit she was a beautiful girl and he liked hanging out with her.  
  
But with her powers he know she could never touch another person. He felt bad for her about that, but also that a few dreams he had been having lately would just be just dreams. 'You really know how to fall for the unattainable Peter. First MJ, your friend who saw you only as a friend. The Black Cat girl was hot, but she's a thief so she's WAY out. And now you like a Goth girl who can't touch and most likely sees you as just another friend.'  
  
Peter never had been popular or had the charm it took for girls to notice him like he'd seen others do, and he just didn't have the confidence as Peer Parker. Sure as Spider-Man he could let loose and be more free, hell he had hit on Rogue when he first met her, something he would never do in his real life.  
  
He sighed as he looked out the window. He stopped thinking about it since it was only depressing him.  
  
Kitty on the other hand was sizing her prey up. First she wanted to get the two of them close and see if there was anything either one would do. So far she saw Peter glance a few times at Rogue and she had done the same when the other wasn't looking. She smiled to herself. Rogue could deny it but she knew there had to be something going on with the two of them.  
  
As they go to school Peter went to his locker and put away all his books that he wouldn't need. He was about to close the locker door when his Spider sense went off. He quickly pulled out of his locker as it was slammed closed on him. He saw a hand on the locker and as he followed the arm he found himself face to face with a very pissed off Duncan Mathews. 'Great, just what I didn't need today.' Peter groaned inward.  
  
"We got some unfinished business Parker." Duncan said angrily to him.  
  
"Really? Like what?" Peter said trying to feign innocence.  
  
This only served to piss Duncan off even more and he grabbed Peter by the collar and forced him into the lockers. "You know what you little geek." He said. Peter winched at the word he used, all his life he had heard names like that and this was the first time he had been called that and it still stung.  
  
"What's going on here!" Said a demanding voice. Duncan let go of Peter and he looked and was actually surprised to see it was Principle Kelly.  
  
'Man I never thought I would be glad to see him.' Peter thought.  
  
"Nothing sir." Duncan said. "Just helping him up."  
  
Kelly narrowed his eyes and studied the two boys. "Well get to class you two, or I'll give you both detentions for being late."  
  
Duncan turned to Peter. "You'll get yours for messing with my affairs after school." He whispered to Peter. Peter on the other hand went to first period glad for the delay but now he had to wonder what else could go wrong.  
  
It was during science class that Kitty decided to start off the next phase of her little plan. She already knew that Peter and Rogue had a kind of attraction but she wanted to see how they felt about each other.  
  
During Connors talk about cellular mitosis the she scribbled out a note and passed it to Peter. Peter looked at it and was curious about what it said. "Peter, I need to talk to you at Lunch...alone."  
  
Peter wasn't sure what this meant. He knew she was seeing Lance and he seemed the jealous type so she wasn't asking him to be alone to ask him out. He admitted she was cute and sweet and smart but she was just a friend to him and quite frankly all the valley girl talk and her obsession with pink and shopping was a little much.  
  
But if that wasn't the case he wondered what was up? He shrugged and went back to listening to Doc Connors, he guessed he would just have to wait until lunch to see what was up.**  
****  
LUNCH TIME**  
  
Peter got his lunch and was going over to a table with Kurt and Evan then he saw Kitty wave him over. He nearly forgot about her and decided to go and see what she wanted. He planted himself down across from her. "So what's up Kitty? What did you want to see me about?"  
  
"Well I was just wondering about something?" She started. "I mean I noticed this thing about two friends and they obviously like each other and but like they don't seem to see it for some reason. What should I do?"  
  
Peter hated these hypothetical questions, they were always about real people and most likely he knew them too. He also hoped the girl wasn't her and the guy him. "Uh...I say they should just get their feelings out then let what happens happen." He said with a shrug. "Then again I'm not exactly Mr. Relationship either."  
  
Kitty thought about it. "Alright I will." Peter went back to eating when right out of the blue Kitty asked him. "So what's going on with you and Rogue?" Peter nearly coughed out his food at the question.  
  
He took a drink to help clear his throat. "What?!" He said shocked.  
  
"Look I need to like know if you like Rogue cause I have a feeling she is totally in to you." Kitty told him.  
  
"Serious?" Peter said. He couldn't believe this, he wasn't sure to hope that Kitty was wither wrong or right.  
  
Kitty smiled and nodded. "Oh yeah, so do you like her?"  
  
Peter didn't answer at first. "Well...I kinda do, but I thought she only thought of me as you know, a friend or something." He said shrugging at his point.  
  
"Well I think you should reconsider that." She told him. Peter didn't say anything for the rest of lunch. He had a lot to think about now. For the rest of the day Peter's thoughts were basically on two things Rogue and what to do with Duncan Mathews. He didn't know what was worse, trying to decided what to do with Rogue or how to deal with Duncan.  
  
It didn't get any better when he was stuck in his last class with her. He couldn't concentrate on the work and his thoughts kept going to her. Okay sure she was really good looking, and she was a nice (when she wasn't pissed at you) and an interesting girl too.  
  
And the fact he was attracted to her, but he was wondering if Kitty was right or not. If she was right then he had to wonder what their relationship would be, but if she was wrong then it might ruin their friendship too. Peter could only come to one conclusion. 'I hate my life. Why must everything always be so complicated and difficult?' He thought to himself.  
  
After the class him, Scott and Rogue exited the place. "You guys need a ride or are you going back with Jean?" Scott asked them.  
  
"Ah'm goin' ta hang out with Risty, so ah'll walk back." She told him. She saw him about to saw something else but she cut him off. 'Don't worry ah'll be back in time for the Danger Room session." She groaned.  
  
"Oh...alright then. Peter?"  
  
Peter shrugged. "I think I'll walk back thanks, it's not far." Plus he needed time to think on things. They said their goodbyes and Peter had finished packing all his stuff in his backpack and put on his winter coat.  
  
It was finally warming up and spring was not far off, that is if winter didn't decided to fight it out. Peter was walking and just made it off of school ground when his spider sense went off. "I told you we got unfinished business." Came a familiar voice and Peter let out a groan.  
  
He turned and wasn't surprised to see Duncan and a couple of buddies with him. Peter knew he would have to face this sooner or later, and worse was he knew he had to lose this fight. He knew he could easily take them out, but he not only had his secret as Spider-Man, but it might expose mutants. Seeing a teenager leap over nearly full-grown boys and throw them around like rag dolls, was too suspicious.  
  
"Can we get this over quickly, I got things to do." Peter sighed in defeat.  
  
"Fine with me." Duncan said and nodded to his buddies. Duncan threw a punch at Peter's stomach and he took the hit. He tried to roll with it and he bent over, but then one of Duncan's friends grabbed Peter's arms and held him in place as Duncan threw in a few more punches.  
  
Now that had hurt a little. Unfortunately Peter knew they were just getting started. Duncan was about to punch again when he was kicked from behind and fell face first onto the snow. Peter looked at who would be brave or stupid enough, depending on your point of view, to stick their neck out for him.  
  
Peter was surprised to see Hobie Brown, the guy he pulled out of his locker. 'And did he just drop kick Duncan?' Peter thought.  
  
The others were just as surprise and Hobie just grinned slightly at them. "If your all wondering how I managed to kick jock boy like that. Well I'm a red belt in Tae Kwon Do, and the only reason I never used it on you is that I promised my father I wouldn't fight at school. But since we're not on school...well then, all bets are off."  
  
He got into a fighting stance and Peter took the moment and stomped on the foot of the guy holding him. He was careful not to break his foot in the process and when he yelled out Peter rammed his now free arm into the guy's stomach.  
  
Hobie fought off the other one and Peter tackled Duncan as he was ready to spear Hobie like the football player that he was. All three of the older boys were on the ground and were slowly getting up. Peter and Hobie looked at each other and picked up their stuff and ran off, knowing it was the smartest thing to do.  
  
As they got a few blocks away and noticed that they weren't being followed they stopped to catch their break. "Hey thanks for the save back there man." Peter said through his panting breath.  
  
"No problem, besides I owned you one." Hobie said with a smile.  
  
"Yeah but now they might go after you again." Peter said concerned.  
  
He just shrugged it off. "Nothing new to me, look I hate to cut this short but I promised my mom, I would get home and help her out and I'll be late if I don't hurry."  
  
Peter smiled. "Sure no problem and thanks again." Peter walked back to the mansion, he would have ran a little more but the bruising on his ribs and stomach and all the running didn't help either. He made it home and went straight to his room and flopped onto his bed. It was about an hour later Kurt 'bamfed' into the room.  
  
"Hey Peter get up and get changed." He told him.  
  
"What? Why?" Peter asked trying to ignore the pain in his ribs. He really didn't want to tell one of the adults about the fight. His aunt would only be worried and he knew the adults would worry too.  
  
"Ve have a Danger Room session remember?" Kurt said to him.  
  
Peter winched and groaned. This his new injuries he was sure this was going to be fun. 'Yeah about as fun as asking Electro to give me electrolysis.' Peter thought as he slowly got up and went to get his Spider-X uniform. He was sure going to be sore after this and the next morning. And he still wasn't sure what to do with Rogue either. Kurt left him to chance and Peter sighed to himself.  
  
'Will my life ever get easy or at least less complicated?' Peter silently asked no one in particular. But given his luck he decided he didn't want an answer to that, he knew he wouldn't like it.  
  
Rogue was just getting back from her outing with Risty. It felt good to have a normal life outside this place for a little while at a time. But she knew if she didn't get to her room and change she would be late for the DR session Logan had scheduled for today. She rushed to finished changing and saw she was starting to run late so she quietly ran out of her room and nearly ran into Peter in his X-Man uniform. She wasn't sure but she kind of like the other costume a little better. But she had to admit he looked good in black. 'Stop it ya can't start thinkin' like that. It will only get ya heart broken in tha end.' She told herself in her head.  
  
But she couldn't help but notice that the tightness of the suit showed off his well tones form and she did her best to ignore it. Peter on the other hand was thankful he had the mask on, because it his where he looked almost perfectly. He wasn't sure whether to ask Rogue out or not. They took the elevator to the lower levels together and when they got the Danger Room they found the others already there.  
  
Peter noticed the amused look Kitty had that they arrived together and knew the girl was going to try and set them up. Logan looked annoyed, well more then usual at their lateness and when he announced that he was increasing the training lever Peter knew he would wish he was dead before this day was done.  
  
'It's just been one of those days.' Peter thought to himself as the simulation kicked in.

* * *

******NEXT UP CHAPTER 27: FRIEND AND ENEMY**  
  
Also Exiles has been updated so please take a look when you got the time please and review. If you can't find it there's a link to the story on my bio. 


	27. Friend and Enemy

Sparky Genocide: Yeah and he will later on too.  
  
Episodic: Hey I understand computer problems. That's why I either place stories on my favorite account or place them in a special word file that has a list I keep. I will try and follow the story line but I'm changing a few things obviously, so please send me the link. Yes Doc. Oct will make an appearance eventually but I got lot of stuff to do first.  
  
Bobtheheadlesschicken: Hey if you like Stargate I made a couple of fics in that.  
  
celtcath74: Hey I've been reading Spidey since I was a kid I like to think I know the character well. Plus I think that's one of the reasons I like him so much, he's a regular guy with regular problems.  
  
Kaliann: I think so too, that's why I'm doing this, I'm interested to see where it will go.  
  
Lord Destroyer: I'm with you all the way on those points, and I got something good planned.  
  
Morlin: Yes we will and your wrong on both counts.  
  
Ldypebsaby: Yeah those two will, in fact you'll be surprised at how much they'll have in common later on.  
  
Oceanbang: thanks, and your wrong on who it is but I think you had the right idea.  
  
Malciah: Sure I'll take a look on it.  
  
The Uncanny R-Man: Yes he does, but he just has to work up the courage to ask her out.  
  
And thanks to Ivan Alias

* * *

**  
SPIDER-X  
  
CHAPTER 27: FRIEND AND ENEMY**  
  
It had been a couple of days and Peter was slowly working up the nerve to ask Rogue out. It didn't help matters that Kitty had been pestering him either ever since then. She just seemed to like being matchmaker and wanted to set her friend up. He was just glad that she was doing it a little low key so the others didn't know, but it was really getting on his nerves.  
  
Kitty on the other hand wasn't about to give up. She was currently following Peter a few steps behind him down the halls of the Institute that morning, mostly everyone was down at breakfast and Peter made the mistake of taking a few minutes of extra sleep, because now he was alone on the top floors and Kitty must have been waiting for him. "So are you going to ask her?" She asked Peter as if it was a casual question.  
  
Peter groaned. "No."  
  
"Are you going to ask her?"  
  
"No."  
  
"Are you going to ask her?"  
  
"Wait let me think about it...no."  
  
"Are you going to ask her?"  
  
"Kitty! Will you just drop it!" Peter said turning to face the girl. "I got enough to think about as it is and you're not making it any easier." He stormed off leaving Kitty to think if that was a little much.  
  
"Leave him alone." A voice said and Kitty turned around and saw no one then looked up and saw Spyder on the ceiling looking down at her with an expression that could kill. Spyder leaped down off the ceiling and stood right up to the taller, older girl. "Leave Peter alone, understand?" She said with her hands on her hips.  
  
"Like, look, Spyder I'm just trying to help him out." She said innocently.  
  
Spyder snorted. It looked more like she was just bugging him to her. "Yeah how?" Kitty was about to say something but looked around and then suddenly grabbed Spyder by the hand and phased them through the wall into one of the rooms. It turned out to be Jubilee's and Rahne's and luckily it was empty.  
  
"You see I'm like pretty sure Peter like Rogue and I think she feels the same. But Rogue being Rogue, thinks no one will want to be with a girl that can't touch and well Peter...I think he's just insecure about asking her out."  
  
Spyder raised and eyebrow. "Really? They really like each other and you're not making this up or wrong?"  
  
Kitty thought about it. "Yeah, I'm pretty sure they are so into each other." Then Kitty got an idea. "You wanna help?" She said smiling.  
  
Spyder thought about it. She found Kitty to be a little too perky at times plus the valley girl accent got a little on her nerves...but she was just helping Peter out. In fact if it wasn't for Peter she would still be on the street about now...or worse.  
  
She owed Peter a lot, he took her off the streets, helped to give her a home, the web shooters were wonderful since she could now focus on controlling her powers and not worry about running out of webbing. He was kind to her and she looked up to him. He was like what she wanted to be like when she got older.  
  
All her life she wanted to be part of a real family. True her Uncle was the greatest, but she missed having a mom and dad. And she always wanted a big brother and Peter...well...to her he was the closest thing she had. She owed him more then she could ever possible replay in her lifetime, so if she could help him out. "I'm in." She said with a grin. "I'll work on Peter and you on Rogue." Kitty grinned too and nodded.  
  
It was later in the day and Peter was just getting out of science class. Thankfully Kitty seemed to have given up, at least for the time being. He also noticed Max going off in the halls and made a bee line to Tabitha. He didn't even know that those two were an item until Kitty mentioned it, after Lance had told her.  
  
Now he could see the two of them laughing over something. So he thought Max was an arrogant jerk, and from what he heard Tabby wasn't all that bad. He just had a bad feeling that something bad might come form their relationship. 'Stop it Parker, you're just getting paranoid or just jealous that he could get the nerve to ask a girl out that he liked and you can't.'  
  
He turned away and started walking down the halls. He went to the next class but found a notice on the board. It turned out that the teacher that day for his next class came down with the flu that was going around and a replacement couldn't be found until tomorrow.  
  
"Cool. Free period." Peter said with a smile. He walked off and wondered a little in the halls. Lunch wouldn't be for a full period so he decided to at least dump his books off. He went to his locker and was surprised to see Rogue at hers. "Hey, skipping class?" He said with a smile.  
  
She snorted. "Ah wish, but mah teacher got sick, what about you?"  
  
Peter shrugged. "Mine too. Man if this keeps up they might have to call off school for a day."  
  
Rogue smirked. "Ah'm not sure if ya were glad or not by that remark."  
  
Peter scratched the back of his head. "Yeah...me too." Rogue let out a small laugh. Peter had to admit she had a nice laugh and smile, he just wished she did that more often. "So...you wanna hang out until the period is over...you know if ya want to." Then he regretted the way he said it. 'Nice going Peter, real confident there.'  
  
Rogue played with one of her bangs a little. "Uh, yeah, sure." She said. 'Oh God that sounded lame.' Rogue thought to herself. Peter put his books away and then he and Rogue started to just wonder the halls a little. There was a slight awkward moment of silence at the beginning but Peter started up a conversation and soon they were just talking about nothing in particular but they were enjoying the moment.  
  
Before either of them had known it the lunch bell rang. Peter looked at his watch. "Wow...that went by fast. So you want to head over to the cafeteria?"  
  
"Sure thing." She said. They entered the cafeteria which was just starting to fill up suddenly Peter's spider sense went off.  
  
"Hey loves what are you two up too?" Peter turned and saw Risty there. He looked around for what could be setting it off, he looked for any Brotherhood members like last time but they were here yet, and neither was Duncan.  
  
As Peter moved slightly closer the sensation went up and Peter realized she was the one setting it off. He didn't understand why. It had never gone off without warming or hadn't been wrong ever, so why now. It wasn't until Rogue nudged him in the ribs that he realized he must have been asked something. "Oh, what?"  
  
Risty smirked. "I said why don't we all sit together, I want to get to know Rogue's friends more and you seem like an interesting chap."  
  
"Uh...sure." Peter said slightly hesitant. Risty looked at little confused by his attitude but shrugged it off and went to get them a table while they got something to eat.  
  
As she was going Rogue turned to Peter with an annoyed look on her face. "What's wrong with ya?"  
  
"Rogue." Peter said in a serious and worried tone. "She set off my spider sense."  
  
Rogue blinked at few times, the others knew about Peter's ability to sense danger any time, anywhere from any source but she didn't want to believe that Risty was dangerous. "Ya got to beh mistaken...ah mean she's mah friend Peter ya have ta be wrong about it." She said defiantly.  
  
As they were walking Peter tried to think of a way to convince her, he got an idea it was risky but he knew it was the only way. "Touch me." He said and Rogue got a surprised look on her face. "Take a little of my powers and see for yourself then...prove me wrong."  
  
Rogue didn't want Risty to be anything other then her friend and if it took this to prove it she was fine with in. While in line Rogue took off one of her gloves and lightly tapped Peter's hand. Peter got a slight head rush and a little dizzy for a few seconds but he was fine.  
  
As they made their way to the table they found Risty there already with a lunch she seemed to have brought with her. As Rogue sat down close she was suddenly overwhelmed by this powerful feeling. It was hard to describe, there was this ringing sensation and that little feeling you get at the back of your head when something is wrong, only multiplied by a hundred and it was all focused of Risty.  
  
There was one more thing. A powerful feeling of danger too. Rogue covered her shock of it well enough but all through lunch the feeling didn't leave her, she caught Peter's eye and she could see him silently asking if he was right.  
  
She hated this moment, she hated this day at that moment as well. Risty was a good friend to her, she made her feel normal, damn it she liked her. But she couldn't deny it any longer.  
  
Risty was a danger to them.  
  
Rogue felt like a knife had twisted itself into her chest. It seemed whenever something good happened in her life it was taken away from her. She tried to act normal and friendly and when Peter's powers finally faded away she was grateful for it. But the feeling she had wouldn't leave her.  
  
The rest of the day was a blur to Rogue, her mind only on why Risty was a threat to her and the others. She didn't know why, she was a nice person...wasn't she? Rogue met up with Peter again in English class and they sat besides each other.  
  
"So what are we going to do?" Peter whispered to her. She didn't know and just shrugged her shoulders.  
  
"Ah guess...we have to find out why she sets it off...it's the only way." She said sadly. Peter could see that Rogue hated all of this and he wished he hadn't told her, so she wasn't going through all of this.  
  
'Once again my actions seem to hurt those close to me.' Peter thought darkly to himself. 'But if she is a threat then isn't it better that she knows, that we all know latter on?' He guessed it was, but he hoped that what they found out wouldn't be something terrible.  
  
'Maybe she a mutant and it's her powers that do it?' Peter considered. He hoped it turned out like that he hated to think that Risty was just using Rogue. He had heard how Mystique had done that to her already and from what he had heard from Kitty and Kurt and from what he gathered she might still hurt a little from that.  
  
He put his mind back to the lessons. He and Rogue would consider what to do next after school was out. Then they could concentrate on what to do next, plus they had to tell the others, especially Xavier. But first they would need to take care of a few things, Peter glanced at Scott and suddenly got an idea that might solve everything and they might not have to tell Xavier if it worked.  
  
Scott might go for it since any threat to the X-Men he would jump at the chance to stop it. Now Peter just hoped that Scott could help them convince Jean to do a little scan of Risty's mind to see what she was up too.  
  
Peter smiled for the first time since lunch. If this all worked out then maybe things would work out. He knew better then most that life didn't always worked out for the best at times, but he could still hope it would. He glanced over at Rogue, and saw that she wasn't really paying attention. For her sake at least it worked out.  
  
He just really did hope that Risty turned out to still be a friend, and not an enemy.

* * *

**  
NEXT UP CHAPTER 28: WHO IS RITSY WHILDE?**


	28. Who is Risty Whilde?

Episodic: Thanks for the link (But please remember to use 3 w from now on)

Booyah: I'm not sure about that, plus I think either the author alert was down that day or you sent it just as I posted it.

Actiondude: You can bet on it, that's why I put him in the story.

celtcath74: I'm going for something else then the Ultimate verion, I really didn't care for that version, I'm more of a fan of the classic one.

X-Over: Evidently you should look up the Prowler's real name cause I think you missed something. I already got a few ideas for most of them plus a few others stayed tuned to see who else shows up.

Ldypebsaby: Yeah he will be there for her, and she got a few things, remember how she had a nightmare of Kurt's early childhood? Well think of what incident of Peter's past she will dream about.

Sparky Genocide: Oh you can bet on that, and you know Rogue will NOT like being lied and manipulated again by her.

Stoneman 85: Oh don't worry I got plans on introducing Norman in this story, if you remember Connors said he used to work at Oscorp, so when he goes into Lizard mode guess who's the first on his list?

Supergirlhv: Well Peter isn't as confident as his alter ego and Rogue was like that with Scott so I went that way. As for that last name, that's what I found at Beyound X-Men Evolution site.

Oceanbang: Some things will be the same and others events will change, but the basics should be still there.

C-Theory: Cool another new reviewer. Glad you liked both stories, don't be afraid to check out any other ones too.

Lord Destroyer: Well don't be so sure of any of those major events not happening, I thought this out and it may happen differently but they will happen, just with my own twist to them. I'll think on it, I'll see what I can do but no promises.

Thanks to: Rei4, Bobtheheadlesschicken, jadestar123, Sweegy, CrazySpirit123, fallenone

* * *

**SPIDER-X**

**CHAPTER 28: WHO IS RISTY WHILDE?**

As soon as the bell rang at the end of class Peter went right over to Rogue. "Hey I got an idea but we need to get to Scott before he leaves." He said hurriedly and then went to Scott.

Rogue had no idea what he had planned, and she wasn't sure if she wanted to know. This whole day had gone downhill for her. She followed Peter and they caught up to Scott, Peter pulled him aside and filled him in on what they had found out that day.

Scott of course was less then pleased at that. "If she really did set that off then she trouble." He said sternly. Peter noticed Rogue's face give a slight wince of pain.

"Scott I had a thought." Peter told him in a hush tone so only they could hear. "What if she's a mutant and it's her powers that are setting it off?" Scott looked thoughtful at that and Rogue seemed to have hope that this might turn out all right.

"Okay so how do we tell?" Scott asked. "It's not like we can go up and ask her out of the blue."

"Well,that's were Jean comes in. I'm thinking she does a little surface scan to see if she is a mutant or well if she is a threat." Peter said reluctantly said.

Scott thought about it. It would be better to know if she was a threat or not and Jean was the fastest way. "Alright, Rogue see if you can get Risty in the hall near the main entrance and we'll get Jean close enough to check her out."

Rogue nodded and she walked off. She wasn't sure about how she felt at the moment, it felt like she was betraying her friend, but if Risty was a threat to them then Risty was already betraying their friendship. She sighed then. She was a little thankful that Peter had said that maybe it was her powers that were setting off his spider sense.

When the others had gone to Jean they filled her in on their concerns. She was a little reluctant at first but she knew this had to be done. Jean saw Risty and Rogue walking down the hall. She attempted a scan but she was so shocked at what she found she gasped.

"Jean what is it?" Scott asked worried.

"I-I can't sense her. Risty, it's like she's not there, I can't sense her mind. Either it's like it's shielded from me somehow." Jean told them. Both boys exchanged a glance at each other. This they didn't expect.

Rogue came over to them hoping they had good news. "Well?" She asked hopefully when she saw their looks her heart sank. "What is it?"

**LATER**

The four of them had just finished telling Xavier what they had found out. He looked very concerned about all of this. "Thanks you all for bringing this all to my attention."

"So what are you going to do?" Scott asked him.

Xavier thought about it. "Well Cerebro hasn't picked up any new mutant powers, and this Risty has been here for quite some time, so I'm not sure if she's a mutant then how she managed to not be detected. Then again she might be like Peter here. Genetically altered but not X-gene positive."

"Well what if we do now?" Jean asked next.

"First I think I'll look into her background and see if there is anything we need to know about her." Xavier told them. "Then we'll see from there."

As the teens left the room they weren't really satisfied about that. They needed to know what was going on, like they needed to know that Mystique had been the old principal. "Ah'm goin' ta call her and meet her someplace and talk this out." Rogue said.

"Rogue you can't! What about the Professor said?" Scott protested.

"I can't wait for that Scott!" She yelled at him. "This is kikkin' meh on the inside not knowing if my friend has been laying to meh the entire time or not, I have-no I need ta know now." She said sternly.

"It could be dangerous Rogue." Scott said worried that she might get hurt in this.

"Then I'll go with her." Peter said surprising everyone. "Hey I can sense danger coming can you think of anyone else that you would have watching your back?"

"I think I'll go too." Jean said. "We don't know what's happening and have no idea what could happen out there."

They all looked at Scott then. He sighed resigning defeat. "I'll drive then."

**LATER**

After she called her they met her at the mall. Rogue was went to meet her out front. "Hey luv." Rogue turned to see Risty there. "I'm glad you called, I needed to get away if you know what I mean?"

Rogue put on her best smile and nodded. "Ya ah sure do, ah hope you don't mind that a few friends of mine hang out?"

"Sure, the more the merrier." She said shrugging. Rogue led her to the side parking lot, it was away from any of the entrances so there was no traffic of people coming or going. When they arrived Jean, Scott and Peter were there, with grim expression.

"What's going on Rogue?" She asked when she noticed that they had encircled her.

"Tell meh why you've lied ta meh all this time." Rogue said evenly.

"W-what are you talking about?" Risty said nervously looking around.

"Tell meh!" Rogue demanded. "We know you're not normal and I bet when the Professor is finished he'll find your past isn't what you said it was." Risty shook her head like she didn't know what she was talking about.

"Fahne then." Rogue growled out. "If Jean can't find out what's in your head¼then ah will." She took off one of her gloves and went for Risty's face.

"Rogue no!" Risty said trying to avoid her touch. It was enough at that point that they all knew now that Risty knew about them, or at least Rogue's powers. But Rogue managed to touch her.

It lasted only for a few seconds and Risty fell to her knees, Rogue's eyes went wide as the memories and thoughts and powers entered her body. "You!?" She screamed.

Risty's form slowly shifted into blue skin and her dark hair with purple streaks turned red. She grew in size and slowly became her true form, that of Mystique. "Rogue¼" She weakly called out.

"Rogue grabber her by the color of her clothing holding her. "You again? Why can't ya leave us alone? Why did ya pretend to be mah friend, just so ya can use meh again?" She shouted at her.

Mystique shock herself free and staggered back past Scott and Jean . The four of them gathered together in front of her, they were about to confront her when they heard sounds of people coming. They turned and saw a few people coming and when they turned back Mystique was gone.

Rogue was starting at the spot where she was. "Damn you." She said under her breath, she was trying to hold back the tears of being lied to and used by that woman once again.

Peter was in his room brooding about the events of that day. He felt bad when Rogue didn't come down for supper that night. He knew she was upset and he knew he was responsible for it. It was his powers that started all of this.

There was a knock on his door. "Yeah it's open." He said. He saw Spyder stick her head in and then walk in.

"Man you look like you got the weight of the world on your shoulders." She said sitting down next to him.

He smiled a little at her attempt at humor. "Well let's see I exposed a girl as Mystique in disguised oh yeah, I made Rogue feel like hell because her best friend turned out to be Mystique."

"Peter it had to be done. I mean I never met the lady but from what I heard she's bad news." Spyder said sternly to him. "I mean it better we all know now, including Rogue. Have you even talked to her?"

Peter was silent at the moment. "Peter you really should talk to her at least, if you feel guilty then let it out, I mean misery loves company right?" She said. She was hoping he would go for it. Kitty had told her earlier how hard this had hit Rogue and after seeing Peter taking all the blame for it, she figured he should talk to Rogue about all of this.

"Go on." She urged him. "Besides she might actually want to talk to you." After a little more convincing Peter made his way to the room Rogue and Kitty shared. Kitty was giving Rogue some space and Peter walked up to the door and knocked.

"Who is it?" Came the muffled voice of Rogue, and Peter could tell she was upset.

"Rogue it's me Peter¼can I come in?" He asked. He waited and the door slowly opened and Peter could see Rogue's face. All the makeup she wore on her eyes were gone, whipped off and her eyes had the tell tale sign of crying.

Peter's heart ached at the sight of her like this. "I'm sorry." He said as he entered the room and she closed the door.

"About what?" She asked slightly confused.

"This is all my fault, I started this all out." He said to her.

She went and sat down on her bed. "I guess...but it's really Mystique's fault. She was the one using meh then entire time. I can't believe I trusted her!" Rogue clenched her fists. "Ah must be tha biggest fool in the world."

Peter sat down next to her. "No your not, she fooled us all."

"Not you." She said sadly.

"Well...I got an edge, besides I didn't get it right away." He told her. Then he placed a hand on her shoulder. She looked up into his eyes then. "You shouldn't beat yourself up Rogue, believe me I know what that's like. And unlike me, you don't deserve to beat yourself up about anything."

Rogue felt slightly better, she also felt so drained and tired from everything that had happened, mostly emotionally tired. The next thing she knew her head was resting on his shoulder. He didn't pull away, in fact he placed and arm around her and started to hold her. At first she was a little tense but she relaxed into it as she found that she wasn't touching his skin.

She sighed and just laid her head on his shoulder. It felt good to be like this and for a moment all her worries seemed to disappear.

**ELSEWARE**

Felicia Hardy also known as the master thief The Black Cat was just returning to her penthouse suit that she had for now. She took off her mask and placed a sack on the queen's size bed. "Well tonight has been a good haul for me." She said grinning.

She was about to take the rest of her costume off when a voice startled her. "Even if Gambit would love to see this chere, he must do business before pleasure."

Felecia turned and saw a tall, handsome young man with short brown hair, red and black eyes and a long trench coat. She placed her hands on her hips. "Do you always like to be a peeping tom or do you actually have some business to discuss?" She asked angrily. She didn't know how this boy found her but she knew he wasn't with the law. If he was she could have been arrested by now, plus she caught him eyeing her loot, and she knew a fellow thief when she saw one.

"My boss has a job that he needs your...talents for." The man named Gambit said to her.

She grinned her curiosity aroused. "Tell me more."

* * *

**NEXT UP CHAPTER 29: A THEIF IN THE NIGHT**

Yep you know who is back, and this time she meets the X-Men, and let's just say Rogue won't like her hitting on Peter either.


	29. A Thief in the Night

Bumpkin: Yeah for some reason wouldn't accept my usual format so when I did a HTML I got that stupid thing. I tried to get most of them, but it's damn annoying thanks to those idiots.

The Uncanny R-Man: Yep Rogue and Remy haven't met...yet.

MCLBLUE: I always like hearing from new reviewers, glad you like it so far.

Red Witch: You know it, and welcome back.

Episodic: Well I'll see what I can to on the Scott thing, and those were some good ideas.Sparky Genocide: Well when she finds out it was Peter, she doesn't know he's Spider-Man/X or his full powers, but when she does oh yeah she'll be pissed.Emerald Knight1: Yeah he does doesn't he? And you'll see what she has to do.Lord Destroyer: I'm not sure of setting those two up, at least in this story I'll think about it. And you know it's going to be a nice little cat fight in there.

X-Over: Of course, they all will appear. Mesmero will come into play soon too.

Ivan Alias: Yeah well the comics were a little dated at the time and you're right about the chemistry.

Oceanbang: Trust me things will get a little heated between that four.

slickboy444: Completely understandable, I did the same didn't I. I'm glad you were keeping up at least and thanks.

Ldypebsaby: Yes they will go out eventually, and Felecia will go up against them, and as for Rogue's powers going nuts...stay tuned for that later on in the story.

And thanks to: bobtheheadlesschicken, Kaliann, Actiondude, CrazySpirit123, Mightierdandasword, Morlin, and malciah

* * *

**SPIDER-X  
  
CHAPTER 29: A THEIF IN THE NIGHT**It had been a few days since Risty was exposed as Mystique. 'Risty' had mysteriously vanished but then again they knew the reason why. Rogue had been a little down for that time but she was glad that the others were there to help her through it.

Her and Kitty were in their room, they had just finished up doing their homework, well Kitty had finished early and was helping out Rogue. "Finally." She exclaimed as she closed her books.

"Like look on the bright side at least it's Friday so there's no school and you don't got to worry about the weekend being ruined by homework." Kitty said with a smile.

"Yeah you're right." She said stretching her arms. They both had decided to finish up all their homework to free up their weekend for once and had just finished three hours of straight work. "God...now ah know why we nevah tried to do it all in one sittin."

"Yeah tell me about it." Kitty said lying down on her bed. "So Rogue...you got anything planned for this weekend?" She asked her.

Rogue's eyebrow rose at her question and the tone in her voice. "Why?" She asked as her eyes narrowed.

"Well I just figured maybe you and Peter could finally go out for once." She said to her.

Rogue rolled her eyes. "Kitty how many times do ah have to tell ya this?"

"Rogue didn't you get anything from that touch a few days ago?" Kitty asked her. "Didn't you like get any memories from Peter that showed you he was interested in you?"

Rogue was silent for a moment. She was so busy that day she could hardly think about it but she did get that impression from him. "Kitty...even if we did...how could we even have a relationship?" She said sadly. "He can never touch meh, kiss meh...to even hold meh he has to be careful."

Kitty frowned. She knew Rogue had limitations in that regard and she knew it had to be hell not being able to get close to people. "I know." She said softly. "But you can't like keep that down Rogue." Kitty said to her. "I mean what if one day you can control it. Besides you shouldn't shut out the world Rogue."

Rogue sat there in silence thinking about her words.

Peter was in the danger room with Kurt and Spyder. They were doing an agility program that the three of them had started to do. Being the most agile three of the Institute they kind of enjoyed it. The Danger Room was turned into an obstacle course with bars and walls everywhere and also at odd angles too.

It was mainly for fun so they didn't put on their suits on and were just in sweats. So far they had a race going from one end to the other. Peter wasn't using his web shooters and he and Kurt felt that Spyder should use her's since she wasn't as agile or as fast as they were. It was still close being that Kurt didn't use his teleportation either to keep it fair, but Peter also had speed on his side as well as agility and soon over took Kurt by jumping onto one of the walls then immediately jumping off that, over Kurt onto another flipped off that one, grabbed a bar and swung himself backwards into the lead.

"Show off!" Spyder yelled good-naturedly at him swinging through the maze of obstacles. She knew she was still too young and inexperienced to win, but so far her goal was to keep up with them. After that she planned on matching them and then she would train to win. She knew it might take a while but she liked it here so she didn't feel like leaving anytime soon.

Here she had found friends and a new type of family and it was moments like this she enjoyed. Peter won the race and the three of them took a break at one part of the room. They had set up a few towels and water bottles in one area.

Peter and Spyder where sitting on one of the walls while Kurt was hanging upside down across from them, using his tail to hold onto a bar. "Vell I got to say never thought I vould enjoy the Danger Room." Kurt said then taking a gulp of water. "But zese little sessions are a lot of fun."

"Especially since we're not being fired on by lasers, or having huge scissors after us." Spyder said. The others nodded. "So what's everyone up too for the weekend?" She asked.

Both Kurt and Peter shrugged. "Not too sure about that."

"Ja, me too." Kurt said. "I know Jean and Scott are going out to a movie." He said with a small smile.

"Yeah those two are really getting close." Peter commented with a smile of his own.

"Yeah." Spyder agreed with a sly smile growing. "Kind of like you and Rogue huh?" Peter blushed a little. By now everyone had their own opinions on everything. Even Peter's aunt had talk to him a little about him and Rogue. It was kind of embarrassing, but she had told him to just do what he felt was right.

"You know...you could ask her out, I'm sure she likes you." Spyder said to him. Kurt couldn't help but chuckle at his friends predicament.

Peter turned to Kurt. "What are you laughing at blue boy? What about that Amanda girl that keeps making eyes at you?"

"V-v-vhat are you talking about?" Kurt said nervously.

Now it was Peter's turn to smile. "Come on Kurt. Ever since I started to take that class with you and her in it, I've noticed her stealing glances at you." Kurt didn't know what to say to that. Sure he thought Amanda Sefton was good-looking, okay he really thought she was gorgeous. But even if she did like him, what would he do about how he looks. He can hide his appearance but not if she touched him. For a minute there he wondered if that was how Rogue felt.

There moment was stopped as the Professor's summoned all of the X-Men to gather together in his study. "Well looks like it's time for the hero thing." Peter said.

"What? What's going on?" Spyder asked. Only the X-Men had gotten the summons so she was left out.

"Ze Professor called us. Got to go." He said before teleporting out of site, leaving both of them waving away the smoke.

"I wish he didn't have to do that so close to people." Spyder muttered.

Later in the Professor's study the X-Men had gathered. Hank was also there with the Professor as well. The Professor looked serious and slightly worried looking, it was a chance from his normal calm self and everyone was automatically a little tensed.

"Everyone I have some disturbing news." He began. "I believe Magneto is back in action."

The students did not like that information. Well Peter wasn't as much as the others, he heard the stories of the guy and he knew he was bad news.

"Peter are you familiar with the events of Asteroid M?" Xavier asked him. Peter nodded so he went on. "Well the stone that Magneto used to enhance mutants wasn't the only one of its kind. After that hank and myself have been doing research into other such things. In the last month five such crystals have been stolen."

"You think he's collecting them?" Scott asked.

"I do. But I didn't detect any mutant signatures anywhere near the robberies which is why it wasn't until now that I became suspicious." Xavier leaned in on his chair. "One of the crystals was stolen last night in New York."

"So are we going to like try and find them?" Kitty asked him.

"I'm afraid they could be anywhere." Xavier sighed. "But there is one of those crystals in the museum in Bayville. It's just arrive last week and I think with the theft in New York, the one in Bayville must be next since it's the closest."

"Plus I doubt he could get to the others without drawing attention to himself." Hank added. "We think he didn't try for Bayville yet until it was necessary and we believe he might try soon for it."

"So what are we going to do?" Jean asked them next.

"I want you all to suit up and keep an eye on it." Xavier told them. "You'll work in shifts and we will wait for whoever Magneto has that is stealing for him."

"There goes the weekend." Evan muttered.

Friday night went without incident. The teams would be Scott, Jean and Logan. The second team would be Rogue, Peter and Kurt. The last one was Kitty, Evan and Storm. The Saturday was pretty much spent getting some sleep for later that night. The students weren't too happy that their weekend was spoiled let alone they spent all of last night looking a building for nothing.

It was now Saturday night and Logan had gone for some coffee while Jean and Scott stayed where they were. So far they had set up on a building near the museum that gave the best view of the building. Scott however was wishing someone would show up because he was getting tired of this.

Although he did admit he liked the fact that he and Jean spent a lot of the time talking. They hadn't talked this much since they had started high school together. It was kind of like old times and he enjoyed it. Scott yawned and tried to cover it with his mouth.

Jean gave him an amused look. "Careful or you'll get me doing it." Jean had to admit she was thankful for Scott. After he break up with that jerk Duncan she was glad Scott was there for her. In fact he was always there for her.

It wasn't until she stopped hanging around Duncan and his friends that she found just how much she had been ignoring the others, especially Scott. She had known him for years and she was ashamed of how she had just pushed him aside. She also started to have certain feelings for Scott that were more then just friendship.

Lately she had been seeing him in a new light, but it was crazy. They had been friends for years, she didn't think he thought of her in that way. "Hey Jean?" Scott asked her.

She turned her head to him. "Yeah?"

Scott had been working up the nerve for this ever since he heard about it, but he figured it was now or never. "You know the Sadie Hawkins dance that's coming up next month?"

Jean sighed. "Yeah I remember." She and most of the other girls had been looking forward to it. She thought she would be going with Duncan but that was out of the question, and she doubted if she could find someone she would be comfortable with in time.

"Well...I was wondering...if...if you wanted to go with me?" Scott asked her. He was more nervous now then ever as he waited for her replay.

Jean however was wondering if she had heard right. She wasn't sure how to react to that, one part of her thought she wanted to jump up and say yes and another was just in sock that he had just asked her. It suddenly dawned on her she should say something. "Y-yes. I would like that." She said a smile growing on her face.

Scott got a huge smile of his own plastered on his face. In fact when Logan came back, he was wondering why he was smiling so much, and what exactly those two had been doing while he was gone.

Later that night it was Peter, Rogue and Kurt's turn.

"Trash?" Peter asked in his Spider-X uniform.

"No." Kurt said.

"Truck?"

"Nein."

"Alright I give. What is it?" Peter said to him.

"Trash can." Kurt replied.

"What? Where?" Peter said looking down on the streets.

"Right zere, next to the hydrant." Kurt said pointing.

Peter looked hard but he couldn't see anything to where he was pointing it was too deeply shadowed. "Kurt how can you tell there's anything over there?"

"He can see in tha dark." Rogue said over to him, who was looking over at the museum.

"What? That's not fair." Peter said to the blue German boy.

"Hey zere's nozing in ze rules about not being able to see in ze dark." Kurt said smugly.

"Fine then." Peter said slightly annoyed. "I spy with my little eye..."

"God!" Rogue exclaimed. "Ah swear if you two don't stop playin' that game ah'll drain ya both." She threatened.

"Okay-okay." Peter said raising his hands in defense. Then looked to Kurt. "How about 100 bottles of bear?"

"Peter." Rogue warned him.

He turned to face her. "Did anyone tell you you're cute when you're angry?" Rogue was taken aback by that remark a little.

"Look she's blushing." Kurt said pointing.

"Ah am not." She protested but she was. "Kurt you are lahke an annoying little brotha at tahmes, you know that?"

"Good thing you two aren't related then, or he would be your annoying little brother." Peter remarked.

"Tell meh about it, then ah would also be related to Mystique...no offence Kurt." She said after a beat.

He sighed. "It's alright, I know vhat you mean."

After a moment things were getting boring again. Kurt was using Peter's camera with a zoom lens to help keep an eye on the museum. "Why did ya bring that?" Rogue asked Peter pointing to his camera.

Peter shrugged. "I figured if the thief got away a picture could be used to help identify them."

"Guys somevone is on ze roof." Kurt said. He clicked the camera a few times. "Vhoa." He said in a small voice.

"What?" Rogue asked as Peter took the camera.

"It's a frualine...a girl." He said still looking at the area. "And she vas very...uh...." Kurt stopped when he tried to say good looking.

"Oh no...not her again." Peter said.

"What? Who?" Rogue asked him.

"It's the Black Cat." Peter said putting down the camera.

The Black Cat had just finished getting some weird looking crystal thing. She already nabbed one from New York a few days ago and now she had to get this one and she was finished. She couldn't understand why Gambit's employer wanted these things.

She was getting paid a lot of money for these rocks and she was sure they weren't worth half of what she was being paid. But then again maybe the guy had a thing for funky crystals. She just made it back to the roof without the alarm going off of course.

"Hold it right there." She heard a voice behind her. She sighed. She knew this was too easy. He tossed the crystal over her shoulder right at the voice. "What the? Hey!" She didn't hear the crystal hit the floor and new the guy had caught it.

She turned and tackled the voice. She found herself on top of a man in black and white costume with a spider symbol on it. "Spider? Is that you? Nice new look there, but I think I like the red and blue better." She purred as she gently rubbed her hands on his muscular chest.

"Uh...Sorry lady wrong spider." Peter said. It was kind of distracting while he had the crystal in both hands over his head and she was doing that.

"Oh really?" She said with a grin. "I think I know how to find out for sure." Then before he could respond once again she pulled up his mask over his mouth and kissed him. She pulled off of him and grinned. "Oh yeah, that's you all right."

"Get off of him ya slut!" Said a very angry southern voice and Felecia suddenly found herself pulled off of him by her hair and sent on her butt.

Felecia looked at the offender and saw a brown haired Goth girl with a white strip. She looked at Peter. "Jealous girlfriend?" She asked.

"Shut up!" Rogue said angrily.

Black Cat got up rubbing her butt from the fall. "I wouldn't be the one calling me a slut girlfriend. I'm not the one painted up like a whore."

Rogue's jaw dropped at that, then she clenched it tightly and glared daggers at the young woman.

Then Black Cat found someone grabbing her from behind. "Sorry frauline but stealing in wrong." Said a German voice.

"Ow, do you have to be so ruff, I am a girl you brute." She whined.

Kurt loosened his grip slightly. "Oh sorry about-" But then she suddenly flipped him over her shoulder and to the others.

Rogue looked down at Kurt shaking her head. "Ah can't believe you fell for that."

"Whoa. What is he? Some kind of blue monkey?" Felicia said looking at him.

"That's it!" Rogue screamed and jumped at her. Kurt and Peter were slightly at a loss for what to do. Rogue and Felecia were really going at it. Rogue sent out a kick which Black Cat dodged to the left and sent a fist flying at Rogue's head.

Rogue held up a forearm to block it and grabbed Black Cat by her costume. Both girls fell to the ground still going at it.

"Uh...shouldn't ve stop zis?" Kurt asked as the girls were clawing at each other. Especially Black Cat since her costume had actual claws in the hands.

"Back off she's mine!" Rogue screamed at them.

"I think that answers our question." Peter said still holding the crystal. Rogue had managed to tear off part of Black Cat's costume on the arm and Felecia seeing that sneered and and flipped her off of her. Both girls got back up and into fighting stances.

"You're going to pay for that!" Black Cat said.

Rogue just smirked as she took of her gloves. "You got no idea who you're talkin' too do ya?" Before Felecia could think about what she meant by it Rogue charged once more. Rogue sent a fist to her head and she raised her now unclothed arm. This was exactly what she wanted and at the last moment grabbed the arm.

Black Cat got a shocked expression on her face before falling to the ground. Rogue was breathing heavily looking down at her. "Yeah she was workin' for Magneto all right." She said.

Thirty minutes later the police were called to the museum by an anonymous tip and found the crystal and the Black Cat hanging up by a streetlight by webbing.

**THE NEXT MORNING**

It was Sunday and the students were enjoying they're day off and sleeping in. May, Hank and Xavier were enjoying the quiet of the day drinking some morning tea together.

"So you think that this Magneto person will try for that crystal thing again?" Aunt May asked as she sipped from her cup.

Xavier thought about it. "It depends on how badly he wants it." He had to admit.

"Maybe he _won't_ anymore." Hank said in a depressed voice. He was looking through the morning paper when he found an article about last night. "It seems that the Black Cat managed to escape police custody last night and break into the evidence room and stole the crystal they had."

"Oh dear." May said. "After all of that work and _this_ happens?"

Xavier sighed and hung his head. "I didn't think she would be good enough to do that?" He admitted. And Cerebro didn't detect any power signatures so she must have done it herself." After a moment of silence he started again. "I see now why Magneto must have hired such a thief."

"Yes, not only did the police underestimate her, but we did too." Hank had to admit glumly.

"The children will not like this news." May said and both adults nodded at that.

* * *

**NEXT UP CHAPTER 30: WALKING ON THE WHILD SIDE PART 1**


	30. Walking the Wild Side Part 1

Bumpkin: Glad you liked the DR scene and the interactions.

The Uncanny R-Man: I'm not sure what you're talking about with the Kingpin, but all will be made clear latter on. And speaking of the Kingpin...

Kaliann: My take on the Bayville Sirens is next, enjoy.

Joseph McKinley: Harry and MJ will show up after Rogue & Peter start going out, but I'll try to fit something in this chapter for you.

Morlin: Yes the Doc will show up, but much later just be patient and you'll see what he wants to do with the crystals in due time.

MCLBLUE: Everyone knows that, I'm just leading up to it with a little foreshadowing. They'll learn they're siblings soon after the dance.

Red Witch: No they won't, and I hope you like my take on it.

Episodic: Don't worry I plan on bringing them together at the dance and you know Gambit will make things a little disruptive, and I think Peter will do that too.Sparky Genocide: Yes it should be interesting, and you know it will grab his attention.Emerald Knight1: Thanks for the compliment, and you do get the feeling he might have been enjoying that a little.Lord Destroyer: You'll see what he want with the crystals, don't worry you'll see rebirth and a few other episodes also and they will go out soon, I gave a little hint with Jean and Scott. You know that Rogue and BC will not like seeing each other again.

X-Over: I plan on bringing in all of great Spidey villains, but the Arcade thing happened before Peter got there, but I have plans to bring him back. And I got something planned for Black Cat you might like.

Oceanbang: Yeah I'm using the same girls, well plus one and I got a few idea on how to chance things.

slickboy444: Yeah I know you'd love that Jean/Scott thing. Glad you liked the fight with those two.

Ldypebsaby: I don't know about Asteroid M, but he does got something similar planned. And yes those two will go out.

And thanks to: Arain Rowan, Action Dude, supergirlhv, Peteram, Ivan Alias

* * *

**SPIDER-X  
  
CHAPTER 30: WALKING ON THE WILD SIDE PART 1**

After the Black Cat thing, which the students didn't like at all once they found out, things had quieted down a little at the mansion. There was a carnival and everyone had enjoyed their time there. Well Peter was sick with the flu at the time and Rogue offered to help look after him.

Peter didn't mind the company, and it turned out to be for the best since Jean was used by a mutant telepath called Mesmero who had her steal several jewels for him. They never found out why and Jean of course had felt down at being used so easily.

Scott had been there to comfort and help her deal with it. In fact everyone was noticing how close the two of them had been getting in the short time there was a betting pool going on with the students as to whether they would go out before or after the dance and then the when they kiss pool too.

Luckily a week had gone by and things were back to normal. A few of the students were lounging around in the living room. Peter was sitting next to Rogue and was talking while Kurt was flipping through the channels. He stopped at a news report. "Hey Peter you're on again." Kurt said over his shoulder.

Both he and Rogue turned to the TV.

"Once again reports of a mysterious hero 'The Spider' was once again seen last night." The reporter stated.

Peter groaned. "Why do they call me The Spider? It's Spider-Man, I say it all the time." The other two just ignore him and continued to watch on. Just then Jean walked by the door fuming.

Scott wasn't far behind. "Jean, I said I'm sorry I was just trying to help out."

Jean turned sharply to Scott. "Scott just because me and Amara were in a little trouble doesn't mean we couldn't handle it. We don't need a big strong man to protect us you know? We can take care of things ourselves." She said angrily to him and stormed off again.

Scott just sighed at his predicament then noticed three pairs of eyes looking at him. "What?"

"Boy are you in the dog house. What exactly did you do?" Peter said grinning like the others.

"Look, Jean was down in the sub-levels with Amara working on her powers. I went to see what they were doing and I saw several large rocks falling on them so I blasted them." He said in his defense. "I don't see why she was so upset."

"Was she in any real danger or did ya just charge in without checkin' ta see if she needed ya?" Rogue asked him crossing her arms.

"Well...uh..." Was the only thing Scott could say scratching the back of his head.

"Figures." Rogue muttered. "Ah can't believe ah'm sayin' this but ah agree with Jean on this one."

Scott was about to respond when Aunt May walked in. "Children it's time to get ready for school, so I suggest you all get ready before you're all late."

"Thanks Aunt May." Peter said getting up with the rest leaving Scott to put aside his own comment for the time being or he was going to be late, and since he had to drive some of the other students too that was unacceptable for him.

**BAYVILLE HIGH**

Tabitha was walking to first period with Max beside her. "Well I got to go now Max, besides I hear Amara is finally caught up enough to join in at school and this is her first day."

Max just rolled his eyes. "Why do you still hang out with those X-geeks?" He didn't like them much, mainly because he felt they acted better then he was, and he really didn't like that Parker guy or the Kitty girl either. Plus he had to admit the term X-geek sure was dead on with those guys.

"Max she's my friend, common just cause you don't like them doesn't mean I have to hate them too." She said to him gently rubbing his shoulder.

He threw her hand off. "We're better then them Tabby. We shouldn't let ourselves be held back, we're better then humans and we should show it." He said quietly to her to she was the only one to hear his words.

"L-look I got to get to class, we'll talk later Okay?" She said. She knew she liked Max, but he had this temper that well, scared her at times. Sometimes when she looked into his eyes like now she was reminded of her father a little. So she decided to make a quick escape and let him cool down.

Plus the fact that Mystique was in a particular bad mood for weeks. No one knew why, but she just showed up, nearly kicking in the door and muttering about 'how they could have know', and 'how they had found out'. Everyone was giving her some room.

She took a seat nearby one of the windows. She was bored with her first period class and put on her headphones and started to put some new nail polish on. A little later Amara came in and took a window seat next to Tabitha. Being the only girl at the Brotherhood she needed some familiar female company now and then and Amara was just the girl.

It didn't take much convincing but she got Amara in to join her after school for a cruise to the mall. After school Tabitha 'borrowed' Lance's jeep and they took off. Jean was nearby and saw it and knew this was trouble.

She saw Scott and ran up to him. "Scott I need your keys, Amara is off with Tabitha and I need to make sure she doesn't get into trouble."

"Sure I'll get her." He said grinning and pulling out his car keys. Then saw the look Jean was giving him. "Uh...not that you couldn't." He said handing her the keys. "About earlier I just want to say I'm sorry."

Jean took the keys and sighed. "I know I just hate being treated like the 'weaker' sex is all, I know you meant well, but you got to let me do things on my own at times too."

"Yeah I know." He said looking down slightly. "And I know that the girls were supposed to ask the guys to the dance coming up but, well, I just couldn't take the tension anymore."

Jean smiled at him. "It's alright, I'll get the tickets so at least then we'll be even." Then she noticed Scott was a little nervous and her eyes narrowed. "Unless someone already _got _them." She saw the way Scott was avoiding her gaze and Jean rolled her eyes and ran off to his car before Tabby and Amara got too far away.

It turned out it was a good thing that she did follow them. Not far the two girls chased down a carjacker into an alley. Jean had watched it all and when the two carjackers were about to get away Jean encased them in bricks that were laying around.

They three of them ended up having to split as sirens of the police were heard and decided it was best to leave.

Back at the Institute after the carjacking Scott was in the kitchen making a sandwich to snack on when the news of the carjacking was on the small TV in the room. Jean and Amara both saw this, and heard the reported say how the carjackers were stopped by a small group of good Samaritans.

Jean leaned over to Amara. "I really don't think we should tell anyone about this." She whispered to her.

"I know." Amara said. "It's not like we'll be doing that again, besides doesn't Peter already going out and doing stuff like this?" Jean nodded and both girls walked out. Scott couldn't help but notice how the two girls reacted to the news and had to wonder what was going on. At least until he realized he was leaning too far while looking at the girls leaving and ended up crashing on the floor.

**THE MALL**

Jean, Amara and Tabitha had met up in the mall later on. It was by accident but they couldn't help but talk about what they had done. "I tell you it was so cool." Tabitha said to them. "You know I know I used my powers for my father and never once liked it, but yesterday was completely different." Tabby said to them as they sat next to each other on one of the benches. "I actually felt good you know?"

Amara nodded. "Yeah I know. I've never felt so good about my powers before too."

Jean had to nod. "I have to admit, it felt really good to use our powers for something other then just fighting others, but actually doing something constructive with them."

Tabitha smiled as an idea hit her. "Hey guys why don't we do it again?" She said smiling to them.

"What?!" Both girls exclaimed.

"I mean we could wear something that people wouldn't recognize us and go out and clean up this town." She told them. "Come on it will be a blast, besides you've heard the stories of that Spider guy, why can't we do it too? I mean if a guy can do it, then we should be even better."

Jean had to admit that she thought that Peter going out into the night and using his abilities were strange. No one seemed to know why he did it, and the Professor wouldn't tell her, he kept saying it was personal to Peter and that was it. Sure she was a little jealous that he got to do something that no one else was allowed to do, but she was a little envious as well.

Peter was using his powers for the good of the people and everyone else at the mansion was just either learning to control it or doing nothing other then sharpening their skills. She was starting to feel like their talents were being wasted a little.

It didn't take long after that for Tabitha to convince them to join up. All three of them got some new outfits at the mall and that very night they started what the papers the next day would call the Bayville Sirens.

A day later the girls felt they needed to get some of the others in on this action. They found Kitty at the mall and convinced her easily to join up the next day and then they were four.

One more day passed and Rogue was on the stairs in the music shop thinking on what to do. On the one hand she liked Peter and she was knew that there was something going on between them. But then there was that problem with her powers to overcome, and she was actually thinking of asking him to the dance coming up.

She wasn't the school dance type, but the idea of going with Peter made her stomach flutter a little. She had no clue whether to ask him out or not when Kitty, Amara, Jean and Tabitha come over to her. Soon after the sirens were now five.

It was later in the day and Rogue and Kitty were getting out their sirens uniform. "I like can't believe we're actually doing this." Kitty said excitedly.

"Tell meh about it." Rogue said. She had to admit it felt good to use what they know to help others. "Ah wonder if this is why Peter does it?"

Kitty thought about it. "Ya know I've been wondering that too, but I am glad we haven't run into him yet." Rogue had to nod her head in agreement. She really didn't look forward to them bumping into Peter while he was out as Spider-Man. She wasn't sure whether he would be for them or not.

"What are you girls talking about?" Came a voice from the balcony. Both girls turned to see Spyder there. Ever since the weather had warmed up she had been crawling anywhere outside, usually at the back of the mansion because she said she wanted to keep up the practice. Kitty thought it was because she could spy on some of the others from time to time.

Spyder walked in looking at the clothing that the girls were quickly trying to stuff in their drawer from behind their backs. "Like I said what's going on? And why would you girls don't want to run into Peter when he's Spider-Man?" She asked crossing her arms.

Both girls exchanged a look. Spyder got a better look at the clothing and saw it was stuff the girls never wore outside. "I think you two should fess up now, or should I scream my lungs out now and get the adults attention?"

"Ya wouldn't." Rogue said to her.

Spyder smiled at them. "Yes she would." Kitty sighed. "Alright we'll like tell you but you can't tell anyone got it?"

Spyder crossed her heart. "Promise."

"Alright, me, Rogue, Jean, Amara and Tabitha are the Bayville Sirens." Kitty said quietly to her.

Spyder blinked a few times. "_YOU"RE KIDDING?_" She shouted, then Rogue and Kitty covered her mouth. Spyder tried to ask a lot of questions but her voice was muffled and it took a moment for her to realize they couldn't understand her.

"Now we're going to like let go. So are you going to be quiet?" Kitty asked. Spyder nodded her head.

As soon as the hands were removed she went to her first question. "Can I join?" She asked them.

Both Rogue and Kitty looked at each other. "Why not?" Rogue said. Later Jean and Amara had joined them in Spyder's room and were had been told what had happened. Spyder was able to convince the other two that if they didn't let her join in, she would tell. And the other knew this too.

So later that day they got some clothing together to make Spyder's own uniform. She ended up with an all black ensemble with a bomber jacket that the other girls helped to put a white spider on the back of it. She had sunglasses, black leather pants and boots, a studded belt and cut-off gloves.

She wore her web-shooters too and had her hair tied into a long braid. After looking in the mirror she turned to the other girls. "So what do you think?" She asked them. All the girls gave her the thumbs up.

**ONE DAY LATER**

Scott was watching the news about the Sirens.

"Chief Rothman, what do you have to say about these Sirens? Have you found out who they are? Is there any connection to The Spider?" A reporter asked.

Rothman who was behind a podium answered the questions. "We have no idea who these Sirens are, or this spider person, or if there is any connection. But I will say that these vigilantes will be apprehended."

"But what about the fact that crime has dropped over half percent?" One reporter asked. "First this Spider hero takes it down to nearly fifty percent drop and with the Sirens we almost live in a crime free environment."

"Look this is the police job to handle crime and I will not tolerate civilians taking the law into their own hands." Rothman told the reporter sternly.

Scott didn't like where this was going at all.

**NEW YORK**

At the Daily Bugle J. Jonah Jameson was reading about these new people called the Sirens. Robbie stepped into his office. "You wanted to see me JJ?"

Jameson threw down the paper he was reading. "First there's some kind of Spider now wer got these Sirens in this town. What's going on there?" He demanded.

"I don't know Jonah." Robbie said shrugging. "It's strange, but I got in touch with Brock today."

"Who?" Jameson asked. Lighting up a new cigar.

"Eddie Brock...the new guy?" Robbie said to him. "He just finished his report and is on his way back."

"Look you tell him not to come here, but go straight to Bayville. I don't care if he has to fly, take a train, drive or hitchhike his way there, but tell him to get there and get me a story on these Sirens, this Spider thing or both if he can or he can pay for the trip himself. I won't shell out any money for a paid vacation if that's all he's going to do down there."

"Right Jonah." Robbie said trying not to sigh. "I'll get right on it."

"Good and tell that advertisement guy to get in here, he's three minutes late as it is." Jameson said to him.

On the other side of the city at Fisk towers one of the tallest buildings in New York city was the headquarters for billionaire Wilson Fisk. To the public he was a rich and generous businessman. Little did anyone know that he got his fortune from illegal activities. In fact he was the head of all the crime in the entire New York area of the entire state and even beyond that.

He was known as the Kingpin of Crime. And if there was one thing he hated, it was someone messing with his businesses. Wilson Fisk, a huge bald man in a white suit was currently seated behind a massive desk looking over the reports of the activities in Bayville.

It was bad enough when this Spider-whoever was getting in the way of the things, but now those Sirens were interfering also and he was loosing money from this. Granted it wasn't much compare to his other operations.

A man in a Italian suit, with a clean shaven face and glasses cleared his throat. "Sir, wouldn't it be better just to pull out of Bayville for the time being? It's hardly an asset."

Fisk looked up at the man with a cold and calculating stare. "Yes I know, but it's the principle of the thing. If word got out that I was run out of a town like that, then others would smell blood in the water and the sharks would start to circle. I can't appear to be weak, if I do then others will take that as a sign that I'm vulnerable and then I have to deal with that, and that is not something that is good for business."

He leaned back in his chair. "Besides these people think they can go up against me and not pay the consequences for it? If I allowed them to stand up against me, then others would also. I need to make an example out of them, understand?"

"Yes sir." The man said bowing his head. He knew he was close to angering the Kingpin and that was never a healthy move.

"You can do one more thing for me." Kingpin said to him. "Get me Bullseye and send him to Bayville. I want a professional to deal with my problem."

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**NEXT UP CHAPTER 31: WALKING ON THE WILD SIDE PART 2**


	31. Walking the Wild Side Part 2

Ivan Alias: I'm doing more of a comic version of Bullseye this time around.

Joseph McKinley: Thanks, and no Brock isn't Venom...yet and the Lizard hasn't showed up yet either but it's close.

The Uncanny R-Man: Oh yeah you know I like to do things big sometimes. No Daredevil planned maybe some other time since he stays in Hell's Kitchen.

Sweegy: No the girls won't attack Spider-Man, why would they? They know who's under that mask. As for the other questions just read on and you'll see.

Actiondude: Thanks all around but Daredevil will not show up, I got no plans as of yet for him.

Oceanbang: Yeah I figured Spyder should join in on the fun too. And Peter and the girls will run into each other.

Episodic: I'll try and keep it to the spirit, but with Bullseye things are going to get hectic. You really don't like Scott do you.

Emerald Knight1: No DD in this story so far, and when Bullseye meets them things are going to get dangerous.Lord Destroyer: Damn, okay I'll try and do this in order. Spidey has fought Bullseye before so I added him to the mix, no DD this time around, of course Eddie will eventually become Venom but not for a while. Spyder is 14 so I think she's old enough, plus she's a tough girl. As for Rogue, you'll see in this, and Max/Tabby's relationship will get a little rocky.

X-Over: Sorry no DD or Electra, and I'm still thinking on how/when Peter should tell them.

slickboy444: Yes he does doesn't he? And the Kingpin's presence will be felt from time to time.

Morlin: Who said anything about Daredevil? I just needed someone the Kingpin could send to Bayville and he was the best choice. Besides Tombstone doesn't work for Fisk so I couldn't use him.

Ldypebsaby: Glad you liked Fisk's intro, and yes the girls will meet up with him.

psychobunny410: I'll think about that character after I look it up (Where can I find that character?). And you know Wanda will cause trouble for everyone.

And thanks to: Rei4, KaliAnn, Sparky Genocide, Arain Rowan, celtcath74, Red Witch

**AN: This fic just got to the 400 mark and is officially my most reviewed story ever! THANK YOU ALL!  
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**SPIDER-X  
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**CHAPTER 31: WALKING ON THE WILD SIDE PART 2**

At the main bus station of Bayville a tall and athletic man with short blond hair stepped off the bus. He went to get his bags from the compartment on the side of the bus. He got his suitcase and duffle bag. He walked to the main street on the city and looked around.

"Man what a dump." The man said. "I can't believe Jameson sent me right here." The man was Eddie Brock an up and coming (at least in his opinion) at the Daily Bugle. He didn't like having to be sent to this city on what he considered a wild goose chase but Jameson made it clear he wanted to know what was going on.

He mentally compiled a list of things to do. First was to find a motel or something, then try and find out information on this assignments then start to check out the areas in this city that had the highest crime rate, chances were he would find one if not both of them there.

On the other side of town a motorcycle just stopped at the edge of the city limits. The rider was clad in a trench coat and had on a helmet with a dark visor on. He looked at the sigh that read 'Welcome to Bayville' on it and smirked under the helmet.

He saw a small stone in the gravel by the road the size of a dime, he leaned down and picked it up. He took the stone in his fingers and threw it at the sign and it stuck right in the letter O of the welcome part of the sigh perfectly.

He smiled to himself and gunned the engine and took off to find the Kingpin's businesses and to see if the Sirens would show up there or not.

**INSTITUTE**

Peter was just leaving the grounds in his Spider-Man suit but from where he was he saw Scott and Kurt in Scott's car by the fence outside. He was a little curious why there were there and looked like they were waiting for something.

Then both boys ducked down and he saw Jean, Amara, Rogue, Kitty and Spyder with her holowatch on seem to slip out of the front gates. He was wondering what was going on then he saw Lance's jeep pulled up only she swore that was Tabitha driving.

The girls climbed into the seat and he saw them go off in the other direction from where he was and then Scott and Kurt went after them. 'What is going on?' He wondered. He thought about following them but considered against it since Scott seemed to be trying to figure out what was going on so Peter figured on asking him later about it and went off to look for some trouble to stop.

Later that night Peter was swinging through the city, so far it had been quiet.

BOOM!

'Ya know, you would think I would learn to expect stuff like that happening by now.' Peter sighed and went to the direction of the noise. He perched himself on a building but saw that things were already being taken care of by what he guessed were the Sirens that he had heard about.

Even in the dark and in across the street he could tell it was the girls. First off he saw Lance's jeep and the powers were a big tip off too. Even in the different clothing hr could make them out as they stopped what looked like a break and entering.

Peter chuckled to himself at the poor bastards the girls were giving a major butt kicking. He saw he wasn't needed and was about to leave when a flash caught his eye from below him. He saw a man with blond hair and a camera taking pictures. 'Oh crap this isn't good.' Peter thought to himself.

Eddie Brock however couldn't believe his luck so far. He already had a few shots of these Sirens and what he had on film showed some amazing abilities that couldn't be human. He was about to get a group shot when something snagged his camera from his hands and went up into the shadows in the alley behind him.

"Hey! Give that back!" He said angrily at the darkness.

"Man, don't you Paparazzi got lives or something?" A voice said from the darkness.

Brock took offence to being called that. "Hey buddy I'm a reporter for the Bugle not some loser camera carrying wannabe."

"Oh my bad." And Brock was shocked when someone in a red and blue costume came out of the darkness...while on the wall the entire time. He threw the camera back and Brock who caught it.

"You're that Spider right?"

He sighed at that. "It's Spider-Man, Spider-Man how difficult is it for people to remember that?"

Brock smiled at his good fortune. "Well Spider-Man...say cheese!" Peter was suddenly blinded for a moment from Brock who quickly took a shot of Peter. When his vision clear he saw that the camera guy was gone. He sighed to himself and from his belt under his costume pulled out a small canister.

"I wonder how long it will take him to realize I took the film out of the camera?" He asked to himself amused then crushed the canister and made a three point shot with it in a nearby public garbage can and went off.

Bullseye made his way to the chop shop at the east end of town. After looking in to the other businesses that were still running this was the last on his list to check out. And a good thing he did too. There was a Jeep and a red convertible not far away that seemed out of place to him.

Plus the sounds of a battle going on inside got him curious. He got off his bike and pulled it into an alley that wasn't well lit enough to show his bike. He silently moved his way to a window. He saw several girls fighting the thugs and winning. He studied them and saw them use abilities that he rarely came by.

Normally he did face the odd person with strange abilities but to have so many in one place was interesting to him, he studied their moves and powers as the girls struggled. He saw a fire start and go to the car that had the crew boss in the truck. He noticed a beam hit it and looked to the source and saw an older boy with some kind of visor and a blue...something with him.

He had seen enough and planned to intercept the girls as they left.

The girls however after having that cop let them go were on their way home. "Well that was intense." Spyder said to them.

"Yeah tell me about it." Kitty agreed. "I mean that was close, they nearly had us with that trap."

"Oh come on guys it wasn't that bad, we got out and kicked their butts." Tabitha said to them trying to encourage them. A sound of a motorcycle was heard and then passed them. "Man what's his hurry the streets are dead tonight." Tabby muttered.

Then the biker seemed to throw something at them and one of the tires blew. Tabitha was surprised by this and tried to keep the jeep on the rode but she had never tried to drive with a blown out tire and the jeep slammed into the street light and the girls jerked forward.

After a moment the girls staggered out of the Jeep, they were basically fine and the Jeep caught the light at an angle and not dead on so it was still able to run, but the one tire was useless and a couple of hubcaps had fallen off.

"Everyone all right?" Jean asked. The girls gave their own, okay they were slightly bruised but luckily fine. Then the biker came back to them and got off the bike.

"What the Hell is your problem pal?" Tabitha shouted at him.

The man laughed and removed the coat and hat and revealed a black and white body suit with a target like symbol on the chest and head and they also saw he was armed with an assortment of weapons. "The name is Bullseye and you girls have caused my employer enough trouble, so I've been sent to deal with you all."

"Oh yeah!" Tabby said stepping forward. "Deal with this!" She threw a few time bombs but the man with his foot flipped up one of the missing hubcaps and used it to bat the bombs back at the girls. They all scattered as they exploded near them.

"Something tells me this guy isn't a pushover." Amara said getting up.

"You got that." He said grinning at them.

Jean got up and glared at their assailant. "Well we're not pushovers either." She lifted her hand and Bullseye was lifted off his feet but he didn't seem to be surprised by this move.

"I figured you'd try something like this." Bullseye smirked and reached behind his back and pulled out a small round grenade. "Hey red! Think fast!" He pulled the pin with his hand and threw it right at her. Jean immediately focused on the grenade and put a shield around it just as it exploded.

The explosion was mainly contained but the force of it took a lot of concentration and Bullseye took this opportunity and threw one of the fighting sticks at his leg right at her and hit her dead center between the eyes knocking her out.

Nearby Scott noticed the explosion and speed up the car, and Peter a few blocks away also noticed it and decided to see what was going on.

Amara meanwhile was trying to throw a few fireballs and Spyder with her electrical webbing at him, but he kept on dodging them. Tabitha was helping Rogue moved Jean aside. Bullseye had had enough and after jumping over one of Spyder's webbing he threw the hubcap he still held like a discus and it sail and not only hit Amara in the head but it ricocheted off her head and hit Spyder on her knee causing her to fall to the ground.

He turned his attention to Kitty and but a blinking light hit him. He dodged out of the way as a red convertible nearly ran him down.

Scott and Kurt got out of the car. "I don't know who you are but these are friends of ours." Scott said coldly to the assassin. Bullseye could only grin at the X-Man leader. Scott sent a blast but he flipped over it and while in the air pulled out a knife and sent it right at Scott's visor.

The blade luckily didn't get far, but it was deep enough to crack the ruby quartz enough for his power to start leaking out. Scott gave off a panicked outcry and then the quartz shattered as the full force of the blast came out and then destroyed the visor. Scott had to close his eyes shut right after.

Kurt teleported in front of Scott as he fell to his knees. He lunged at Bullseye but he expertly dodged Kurt's attacks and slipped in a quick punch to Kurt's gut knocking the wind out of him. "Kurt!" Kitty screamed out in concern for her friend she ran to him.

Bullseye did a flying kick at her but she phased right through him. Bullseye however when he landed, turned to look at the girl with an enraged expression on his face. "I HATE it when people make me miss." He hissed out. He pulled out two slim knifes and make his way to the two of them.

Spyder had gotten up and tried to fired from both web-shooters but Bullseye had noticed her getting up and back flipped over the streams and in the air threw the knifes. Spyder let out a yelp and her heart seemed to stop as she saw the knifes impale at her wrist. Luckily she saw they were imbedded in the nozzles.

She looked up just in time to see Bullseye nearly at her but he was suddenly knocked away by a fast red and blue blur. Spyder was relieve to see Peter at that moment and too the time to try and pry off the daggers.

Bullseye looked at Spider-Man and grinned. "Well, looks like I get to kill two birds with one stone, although my personal best it four with that little trick."

"Okay tall dark and psycho why don't we just do this the we easy way for once." Spider-Man said to him forcefully.

He merely scoffed at him. "Let's not and say we did." Then he pulled several surikens and threw them at him. Peter tried his best to dodge the attacks and thought he managed to dodge them all but felt a sharp pain on his left arm. He glanced and saw he was cut.

Bullseye made a move at Peter but was lifted off the ground by an invisible force. He turned to see Rogue lifting her hand at him. She had taken a little of Jean's power since she was still out, and Tabitha was looking after her.

Peter got an idea and webbed up the ground. "Drop him on the webs." Peter shouted and Rogue did just that. When he landed he tried to move but his feet were stuck on the webs. Peter looked to Spyder. "You're up."

She looked at her ruined web-shooters but understood what he meant. She fired her electric ones in a wide arc with a large power behind them. Bullseye tried to get himself free but it was too late and he gave out a cry of pain as he fell back knocked out from the electrical power contained in her webs.

Spyder slumped to the ground tired from the large amount of power and everyone was getting slowly up from the battle.

While Spider-Man had webbed up Bullseye, Jean had come around in time to help use her powers to quickly put on the spare tire on the jeep. Tabitha offered them a ride but Jean told her she needed to drive Scott's car since he couldn't see at the moment and would take the others home.

"Well I think I better get this home." Tabitha told them. "Man...Lance is going to kill me." She groaned then looked to Spider-Man. "By the way I love that costume and thanks for the assist." Then she started the jeep and went back to the Brotherhood home.

Jean was had to squeeze everyone in the car but as Rogue went Peter gently touched her arm. "Rogue could we talk, I really need to talk to you know before I loose my nerve."

She gave him a curious look then looked to Jean. "Go on I'll catch up."

Jean nodded and took off, the sirens of police cars could be heard and Peter took hold of Rogue and climbed up one of the buildings.

When they got to the top he couldn't help but stare now that he had a chance at seeing her in that siren clothing. 'Damn she looks hot in that-whoa there Peter, focus here.' He thought to himself.

"So Rogue..." Peter said sitting down on the ledge next to her.

"Look ah know you think we're hoggin' in on your territory but after what just happened ah think ah'll quite if that's what your worried about." She said flatly.

"Huh? Oh no I wasn't thinking that, in fact I'm the last guy who should criticize you girls for doing what you did." Peter told her, she had to smirk at that.

"Peter I know we started doing this to use our powers for something, and it was exhilarating but is that shy you do it? Ah've been wondering why you do this?" She said seriously.

Peter sighed. "It's...not easy. Let's just say I did nothing and someone paid for it. I was told that with great power comes great responsibility, and I didn't...I do this because every time I go out I safe someone from the kind of pain of loss that me and my aunt go through. If I can save others from that then it's worth it. I can never take back what happened, but I did learn from it."

Rogue couldn't figure out what exactly happened but she knew he was hurt deep by what it was. "Oh Peter ah'm sorry ah didn't know." She placed a hand on his arm and she saw him flitch slightly. "Peter what-oh god!" She said seeing some blood on her gloved hand. She looked closer and saw a cut on his arm.

It was hard to see without much light and the red of his costume. "It's just a scratch." He said but she didn't listen, she looked around for something and looked in her pockets and found something nearby. It was a piece of ripped cloth that was blown on the roof.

"Ah hate ta use somethin' like this but ah need ta stop the bleeding." She fussed and tied it around his arm, he winced a little and she looked it over. "We need ta get Hank ta look at that."

"I think I'll live." Peter said smiling behind the mask. "Besides there was something that I needed to tell you and I should do it now before I chicken out."

"This from the guy that just fought that maniac and fights criminals." She joked.

Peter gave a small laugh and thought that what he was about to do was much more scarier then that. "Rogue...I don't know how you feel but, well, lately I've been thinking about you...a lot."

"Peter..." She said interrupting him. She knew where this was going. "Ya know nothin' can happen with us." She said sadly turning away from him.

"I don't care about your powers Rogue." Peter said to her taking her shoulders gently and turning her back to him, but she kept her head turned. He used his right hand and moved her chin for her face to him. "I like you Rogue, as a friend...and even more then that. I can't stop thinking about you lately and I want to know how you feel about me...how you REALLY feel."

Rogue closed her eyes, she thought about laying but she couldn't find the strength to do so. "Ah...ah do lahke ya." She admitted. "Ah just don't know how we can have a relationship."

"We can think of something...that is...if you want to try it, because I do." Peter said softly to her. She looked up into his masked face and imagined his face behind it. The kind boy that she had grown to like and to care about.

"Well...ah don't know...but...ah'll give it a try with ya." She said to him. Peter couldn't help but smile broadly under his mask.

"Really?" He asked happily, Rogue smiled and shook her head before looking back at him.

"Of course really." She told him.

"Well how about I take you home, my way then." Peter offered her his hand as he got up.

"But what about your arm?" She asked him worried about it and couldn't help but look at improvised bandage.

Peter shrugged. "I'm alright, come on." He led her to the ledge and she looked down unsure about any of this, but before she could back out he took her by the waist and they both jumped off the building. She instinctively clung to him and Peter shot out a web line as he moved through the city.

After her initial shock she soon found it exhilarating and enjoyed every moment of it.

* * *

**NEXT UP CHAPTER 32: PRELUDE TO THE DANCE**

**Well I hope you're all happy Rogue and Peter are finally going to give it a shot.**


	32. Prelude to the Dance

Ivan Alias: They'll meet Gambit the same way as in the series, I just brought him in earlier for the readers, but you know things might get interesting between Peter and Rogue when he does.

Red Witch: Thanks and the dance will be coming up next chapter but I got a few details to do in this to set it up first.

The Uncanny R-Man: Glad you liked it, and I hope you're enjoying your vacation too. Where is Ibeza anyway?

Mark: Thanks, and since the Marvel universe is so vast and filled with possibilities it would be a shame to waste the opportunities.

Actiondude: Well Kingpin won't like it and you can bet he'll be back, Bullseye is out for the time being you'll see why.

Oceanbang: Yes a few other hero types will come into play along the way, and the Lizard is coming soon, in fact right after the dance chapter. Venom soon after that and well anything more would be telling. I don't want to cram too much in or it will get too crazy.

Episodic: Well here's some fluff for ya in this chapter, although I think it was more like less then 31 chapters since they were only friends at first.

Emerald Knight1: Well I research using both if I can. Bullseye here is a hybrid of movie/comic and my own little touches. Thanks for the compliments.Lord Destroyer: If you think JJ is going to be pissed, what about Eddie himself? As for Aunt May, not THAT extreme but somewhere in that direction maybe.

X-Over: Yeah the adults will not like this, and yes I will bring in the Spider Slayers and Scorpion but much later on, Bullseye is out of action for a bit too, as for Brock let's just say he won't give up.

slickboy444: Hey the guy isn't one of the world's best assassins for a reason and I wanted to show it, plus it took me a while to get the fight just right.

Morlin: Yeah I see you point and I'm for PP/MJ too, but I wanted to go another way. (Try my fic The New Teacher if you like PP/MJ) And I know what you mean too about Bullseye, no powers but he's all skill, just to show them what the world holds and that there is always someone more skilled then them, since one on one they didn't stand a chance.

And thanks to: jadestar123, bobtheheadlesschicken, Joseph McKinley, supergirlhv, psychobunny410, kurttyscogue, aaron, Sparky Genocide, Kaliann

* * *

**SPIDER-X  
**

**CHAPTER 32: PRELUDE TO THE DANCE**

Rogue didn't know where she was. She looked around and saw she was in a locker room of some kind. She seemed to be the only one in there at the time and there was a gym bag in her hand.

"Stop that guy!"

She turned to see a man running towards her being cased by a security guard. But she just let the man go by and he ran to an emergency exit door. The guard went to the door and looked around but he seemed to have lost the man.

The guard turned to face Rogue. "Why didn't you do anything?" She was going to say something but she was suddenly no longer in the locker room. She was walking down a street. It seemed familiar to her but she couldn't place it. Then she came to a familiar house and it hit her. It was Peter and May's old home. The one she and Scott had went too.

But something was wrong. There were police cars around the place and a few cops too. She saw an ambulance move away. She looked back and saw Peter there running to the home. She followed him wondering what was going on.

"I'm sorry son I can't let you in there." The officer told Peter.

"I live here what's going on? What's happened?" Peter frantically asked.

"Kid...I'm sorry. There was a robbery and the man of the house...he got in the robber's way." The officer said sadly to Peter.

"What? What happened to my Uncle?"

"I'm sorry kid...he was shot...he didn't make it." Rogue gasped and looked at Peter. She knew his Uncle had died but she didn't know when or how. She saw Peter looking off to the porch and she saw a white outline with a dark color on it. She knew it had to be blood.

"Hey Joe, he found the guy." Another officer told the one that was talking to Peter. She stepped next to him and wanted to say something, anything, but the words weren't there. She saw him looking at May through the window crying in the arms of another officer.

She saw a look of pure rage on Peter's face. It was something she never would have thought to see on him. He turned slightly listening in to where they police had cornered the guy and she watched as Peter took off running.

The next thing she knew she was walking in a dark warehouse. She heard the sounds of fighting and saw Peter there in his Spider-Man suit giving the beating of a lifetime on a man with a ski mask. He had seen him in action before but this Peter wasn't pulling his punches and he was taking the man apart.

"You did this! You killed him!" She heard his voice shout out full of rage and pain. Then he pulled off the ski mask and he froze. "No...not you...not you." He drooped the man and he fell to the ground and Rogue looked at the face. It was bruised but she recognized it. It was the man from the locker room.

Everything seemed to change and she found herself on a ledge of a building. Peter was there sitting down, the mask in one of his hands the other holding his head. She saw he was crying. "Oh God I'm sorry Uncle Ben...it's my fault...it's all my fault that you died...I'm sorry...oh God I'm sorry."

Rogue woke up in her bed. She looked around and saw that Kitty must have already been up since her bed was empty. She felt the tears on her face and thought back to what she had seen. She knew it was a dream, but from the time she had that dream of Kurt, she knew it was also memories that she had seen.

She couldn't help but feel her heart break at what she had seen. She had wondered what drove Peter to go out into the night and now she knew. She held her head in her hands and couldn't help but let out a few sobs. She never knew Peter had been through that but now she did.

That morning after breakfast the girls, Scott, Kurt and Peter were asked after breakfast to see all the adults in the study. After they had come home last night they had to explain what exactly had happened to them. So it all came out, the Sirens, Scott and Kurt following them and the battle with the man who called himself Bullseye.

The adults were not pleased to say the least, but since it was late and after they made sure everyone was fit they would talk about it tomorrow, in depth since it was Saturday and they wouldn't have to go to school.

Everyone involved was now seated. Peter had on a bandage on his arm from the cut, but Hank said he was lucky and wouldn't need stitches. Amara had on a small one on her head, and Scott had on a band-aid on his cheek near his left eye were a fragment of this visor had cut him.

The others were alright minus a few bruises. Jean had a nasty on between her eyes and Hank had said it the blow was a little lower it would have broken her nose.

Now the adults were gathered around except for Logan. He had said he was going to make a few special calls to a few friends of his to find out more about this Bullseye character. So it was just May, Charles, Hank and Ororo in the room.

"I can't tell you how I'm disappointed in you all." Xavier said to them. All the students now either avoided looking at his eyes and hung their heads slightly. "First off you went out into the night without telling anyone, used your powers openly, and finally after what had happened at that garage and the fight with that one man is most distressing to me."

Xavier sighed to himself. "Well what do you have to say for yourselves?"

Jean was the one to speak up. "I know saying sorry won't chance what he did, but we are sorry he did this behind your back. But it just felt so good to use our powers to help others and we did some real good out there."

"I know you did, but that is not what I'm teaching here." Xavier said sternly to her.

"Yeah but what about Peter?" Amara asked. "You let him go out all the time in that Spider-Man suit."

Peter winced at that. He knew there was a reason Xavier had asked him here. Since Xavier had let him do his night duties he knew he wasn't in trouble especially since he didn't know about the girls and their own night duties until last night.

Now he figured that one of the girls would use that to excuse their actions so Peter thought Xavier had called him in here to help out with that. "Shut it Amara, you don't know why he does what he does." Rogue snapped at her.

This surprised everyone, especially Peter. He knew that last night they agreed to try out a relationship but this was a little more then that. He noticed Rogue giving him a glance and he thought he saw something in her look for a moment but he couldn't tell what. Spyder also was giving him a look since she knew why Peter did what he did. She remembered what he had told her on the first night she was here.

{Peter.} Peter looked at Xavier at his mental voice. {I know you haven't told the others of your reasons, I know it's personal...but I think they should know your reasons, it would help them realize how actions have consequences and also the reason why I let you continue on.}

Peter sighed. He had been right, so now it he had a choice to make. He couldn't leave the Professor hanging there, because then he would be seen as a hypocrite for letting him do his hero thing and punish the girls for their actions. On thinking on it there really was no choice, and he knew it had to come out sooner or later.

He stood up and faced them all. He composed himself knowing that this wasn't going to be easy for him. In fact this was most likely going to be just as hard as it was to tell Aunt May everything. He looked over to her and she looked worried for him but she nodded to him.

Peter smiled slightly then turned to face the others. "Someone one told me...that with great power comes great responsibility...I wished I had listened to that when it mattered or someone that I cared about would still be alive today, if I had taken those words to heart like I do know...then my Uncle Ben would be alive today, but it took his death for me to learn what he tried to teach me."

All the kids and even Ororo who didn't know his reasons were stunned silent by his solemn words. Peter went on and told them of how he got his powers, and instead of using them to help other he used them to help himself. Peter was ashamed of his first choice to use his powers and he knew he always would be. He went on about how he let someone who had robbed the box office to run past him and escape.

Later that night his Uncle had been outside and had been attacked by a robber. He told them how he came home to find the police there and that his Uncle, the man who had raised him after his own parents were killed years ago in a plane crash, had been murdered.

He told them how he didn't really remember his parents and his Uncle had been the only father figure he had in life. He told them how losing him was the second worse thing in his life.

"If that was the second what was the first?" Amara asked. She was whipping a tear from her face from hearing the story so far. Others too felt the pain of Peter's loss.

"The worse was that I was responsible for his death." May tried to say something to him, to tell him it wasn't his fault but he looked to her and shook his head. She stopped and could only look on sadly to her nephew.

The others were confused by this and then he told them how he found the man and he also found out that it was the same person he had let go that one night. The room was deathly silent after that as the implications hit them.

"That's why I do what I do." Peter said to them and he looked at them with a fire in his eyes as he spoke. "When I didn't act my family paid for it, and I will always feel responsible for his death for the rest of my life. That's why I use my powers out there. I didn't and it cost me, and if what I do prevents others getting hurt or going through the kind of pain I know I still feel then everything I do is worth it. Also I came here to under the conditions that I would still be able to use my powers, if Professor Xavier hadn't agreed then I would still be in New York, doing what I still do today."

He looked at the faces in the room, they ranged from sadness, to even a look of respect. "Xavier brought you all here to learn to use your powers to help others and I think you can. But this is my choice and my life, you don't have to go the same route as me...because let me tell you...it's not pretty."

"Every night I see the worse that people are capable of, I see the pain and suffering that others endure and the fear in the victim's eyes as a crime happens to them...it's not a pretty sight...and I tell you now...it came also be a lonely and sometimes thankless job too...but I would still do this no matter the cost, because I own myself that much...and I own Ben that much too."

The room was silent once again. "Thank you Peter, I think you may go now." Peter nodded and walked out of the room. He felt his heart pounding after he let the room. He had been nervous about telling the others that, and now he knew the rest of the mansion would know by the end of the day...he wasn't looking forward to that.

About an hour later Peter was on his bed staring up at the ceiling thinking on everything. There was a knock on his door then. "Come in." He saw Rogue open the door and Peter got up in his bed. "Hey, how did it go?"

Rogue weakly smiled as she got in and closed the door after her. "Well we're all grounded for two weeks, and got extra chores. Even Scott got a week since he didn't bring up his suspicions to tha Professor and for dragging Kurt into it."

"What about Kurt?"

"Well he got of lucky since he didn't know exactly what was goin' on, but he also didn't tell any of the adults. He got a week of helping out Ororo and your Aunt." Rogue smiled slightly at the memory of Kurt's relief at that. But then she got suddenly very serious. "Peter...you should know ah had a dream about ya last night?"

"Really?" Peter said with a grin. "What was I wearing and was I wearing it long?"

Rogue punched him lightly in the arm. "Not that kind of dream! Sometimes when ah absorb other I get their minds still in mah head...and sometimes when ah dream ah see their memories too...last night ah saw what had happened with ya and what happened to your Uncle."

Peter lost his good mood at that point. "Oh." He said silently and he knew now what the look was that he saw in Rogue earlier...understanding.

"Peter." She said softly. "It wasn't your fault, ya couldn't have known."

"I know that here." Peter said pointing to his head. "But not here." He said pointing to his chest.

Rogue couldn't help but feel for his pain. She had never known her own parents wither, but then Peter had a great Aunt and it seemed a great Uncle to raise him and the pain was evident to even a blind person. She wrapped her arm around his shoulder and after a second he wrapped his own arm around her waist and they sat there just experiencing the moment.

After awhile Peter broke the silence. "So I guess we might have to postpone our first date for a little while."

Rogue smiled a little and nodded. "Ah guess." She thought about having to wait for two weeks to go out with him. Then something about the date hit her and she got an idea. "You know...in two weeks it's tha dance...do you...you know...wanna go with me?" She asked nervously. She had never been to a dance, well not with someone before.

Peter got a broad smile on his face. "I wouldn't want to miss out on taking the most beautiful girl at school to the dance."

"Ah not the most beautiful girl at school." Rogue said to him.

He took her free hand and she looked up at him. "You are to me." He said seriously. Rogue could feel the blush on her face at the moment.

"Flatterer." She said but couldn't help the smile on her face.

Downstairs Logan had just returned from a meeting with Fury. He was both please and hated what he had learned. He went in search of Charles, he would want to hear this information. He found him and Peter's aunt May having tea together as they normally did at this time.

"Logan did you learn anything of value?" Xavier asked him.

"Yeah I did." He said sitting down and taking out one of his cigars he was about to light it up when May cleared her throat and he saw the determined look. "Oh come on, you don't got something against me smoking now do ya?"

"I do when it's inside and around the children, you can do that outside if you must do that disgusting habit." May said taking a sip of her tea looking like the matter was nothing important. "You're healing abilities may prevent you from getting cancer but it doesn't help the rest of us."

Logan muttered a few unkind things under his breath as he put it away. Xavier tried his best to hide the amused smile on his face. He too found Logan's habit slightly annoying also. Logan got back to what he had learned. "The guy from last night goes by the name Bullseye, he's one of the world's top assassins and is only hired by the most powerful and wealthy since he's damn expensive."

"He's locked up at the moment in a high security prison, so there's little chance of him getting out anytime soon." Logan said to him. "But that's not what worries me."

Xavier put his fingers together. "Yes...who hired this man...that is the real question."

"Yeah well he ain't talking about that." Logan muttered.

"We should be on our guard anyway." Xavier said to him. "We don't know if or when this mysterious person will strike again."

* * *

**NEW YORK - FISK TOWER'S**

Wilson Fisk was looking out over New York through the massive windows of his office. He looked over what he thought of as his kingdom, and in a sense he was king, king of all that went on in this city. His power was all reaching and nearly absolute.

He didn't tolerate things like treachery, some one trying to steel from him or above all failure. He was looking out over the city a calm expression on him, yet inside he was seething. He had just learned that Bullseye of all people had been captured.

"Where is he?" He coldly asked one of the men that told thin the news behind the Kingpin. The man was sweating and nervous as hell. He knew that news like this was stuff that the Kingpin didn't like to hear, and was hoping the Kingpin wouldn't take it out on him.

"W-w-well sir...we...we don't know." Fisk turned his head slightly and gaze the man a chilling stare. "H-h-he w-w-was taken by some group after an hour in the local jail. Some government agency called SHIELD or something. We don't know where they took him after that."

Fisk was silent a moment then turned back to the window. "I see. Well then find me Bullseye, I don't care how long, or how much money or arm breaking it takes but find him. I want to know why he failed. He was one of the best and if he failed then things in Bayville are much more serious then I thought."

"Are you going to send someone else boss?"

Fisk thought about it. "Not yet...if things continue the way they are then I will have to. But I want to talk with Bullseye first. I want to know what he saw and went up against. I made the mistake of underestimating my enemy...a rare mistake...one I will not repeat again."

Fisk turned from the window and looked at the man once more. "I also want you to get as much information as you can about that place and talk to our contacts there...I want to know as much information about those annoying vigilantes as possible."

The phone on his desk rang. He went over to it and pressed the speaker button. "This had better be important."

"Boss that other group is acting up again. I hear they tried to steal an armored car and it got stolen by four other guys though. Strange thing is they returned the money. So what should we do?"

Fisk sighed. Even at the top of his criminal empire there were always others trying to topple him and take what was his. Years ago a new group had entered the city. HIS city and were slowly taking out their own territory. They worked in two groups. The first was a street gang and the others were more...elite...force.

"Call a meeting...we're going to have to deal with this problem soon." He ended the call and sat down. It looked like until he settled things here he would have to turn his attention to Bayville off for a little while. He had more pressing concerns at the moment. But when things had calmed down, Bayville was next on his list of things to do.

* * *

**NEXT UP CHAPTER 33: SPIDER DANCE**

Well Shadow Dance is up next, and Kingpin will be a little busy for a little while so don't expect to see him until later on, and for those of you wondering, the Lizard part of the story will take place right after the dance.

Then Venom after that.

Plus can anyone guess who the rival group is? Hint I mentioned them in chapter 8 a little, but didn't name then in the story yet.


	33. Spider Dance

Sparky Genocide: Yeah I think the others will look at him differently. I'm glad you liked that part with May, it just came to me an I couldn't help but put it in. I'm surprised you didn't get it since they showed up in your own X-fic.

Morlin: Thanks for what you said, and I know what you mean. If you think reading it was boring try writing it, but it had to be done. As for the symbiote and Rogue, that's a good question I'll give it some thought.

Supergirlhv: Thanks for that, but Carnage might not show up I'm not sure how far I'm taking this story. But he might be in a sequel though.

Red Witch: Well I hope you enjoy this, like you have so far.

The Uncanny R-Man: Uh...no not them. Hope you like the dance chapter.

Mark C: Thanks, I really tried my best for that chapter. Now the only problem I got is how to I top that?

Sithicus: You got it, what can I say that's the only group I could think of that could rival Kingpin, as for how much they'll be in the story...I haven't decided. As for the spelling...believe me I try my best, but I still miss things like that. At least you were nice about it, but I do try, it's just that little things like that keep slipping past me, and believe me I hate it when it does.

Emerald Knight1: For the other group think of a popular TV cartoon. Fury might get involved later on, and when things calm down and I bring in the Kingpin again then you'll find out.

Lord Destroyer: The entire world will know about mutants when they get exposed and when I bring in X23 it will be a fun thing to write.

X-Over: No on all counts, they are non-mutants and that's all I'm going to say for now.

slickboy444: The dance will be kind of the same but with a few of my twist.

Ivan Alias: Not even close with those and he's a tip they're not from Spider-Man.

Jaguar2100: You and someone else are the only ones to seem to get it, good for you.

Perfect Darkness: Drop dead, if you don't like it don't read it and I don't give a damn what you think since I got LOTS of people who enjoy my work and I write for them, not for some perfectionist jerk who has a stick up his about spelling. I try my damn best and if it isn't good enough for you then so be it.

And thanks to: psychobunny410, bobtheheadlesschicken, Actiondude, Mimato-4eva, kurttyscogue, Episodic, ldypebsaby, Kaliann, Joseph McKinley

**AN: The 'other' group in New York is something I've been thinking about, one person got it, but I'm not sure if I want them to show up in this story. (Maybe in a spin-off or sequel) but I can tell you it's from a certain current cartoon show.**

* * *

******SPIDER-X**

****** CHAPTER 33: SPIDER DANCE**

It was two weeks since the Siren incident and things were slowly getting back to normal. The newspapers and channels for a week had asked what had happened to the Sirens but after a week they seemed to have drop it.

The other students had heard of Peter's past and all of them seemed to view him in a new light. Evan and Bobby who where to ones the normally rib Peter about his nighttime duties seemed to pull back from it and only rarely make any jokes about it, and the few that they did were more light hearted.

Jubilee and Rahne however were enjoying their freedom and rubbing it in to the other girls mainly because they weren't involved with the Siren affair either. As it got closer to the dance Xavier made one exception to the girls grounding for them to get any dresses for the dance if they needed them since their grounding ended the day before but only for that and they were to be accompanied by Ororo and May also to make sure that was all they did if they chose too.

It was early in the morning and Rogue and Kitty were going to the elevator going to the Danger Room for a new experiment that Forge had thought up and wanted to try out. But since it was a school say they had to do it early in the morning.

Kitty yawed as they made their way to the elevator. "Why do we have to do this so early?" She whined with good reason.

"Well that's what you get for talkin' ta Lance past one in the morning." Rogue said to her roommate. "So did you ask him though?"

"To the dance? No, you know what everyone would say, especially Scott." Kitty said to her.

"So, do it anyway." Rogue then pushed the button to call the elevator. The doors opened and they entered and they were about to leave when Jean came running and asked to hold the lift. She thanked the girls as the doors closed and all three went down.

"So...have you two picked out a dress yet?" Kitty asked both girls.

"Well I got this yellow one that I already have that I want to wear." Jean admitted. "You two?"

"Well I wanted to get a new one, but well I still have to ask someone." Kitty said avoiding who it was.

"It's fine with me if you ask Lance." Jean said surprising the petite brunette. "And no I'm not reading your mind, you don't need to be a telepath to figure out who you want to ask."

As the elevator stopped the girls got off and went in the Danger Room. They saw everyone was there and Peter was helping out Forge with the equipment and talking about his work. So far the two of them had formed a fast friendship seeing that they were both interested in the sciences. Although Peter had to admit Forge was way smarter then him, it was nice to be able to find someone else he could talk to about science and not have their eyes glaze over.

Sure Kitty was someone he could talk to but Forge was definitely a challenge to him. They got the equipment ready and tried out the new teleportation that would slow Kurt down enough to see what exactly happened to him when he does teleport. When they were ready Kurt tried it out and after a few minutes of waiting for Kurt to get back to their reality they heard him through the communication gear that was with him.

After Kurt traveled through a world of lava and brimstone, he found himself back at Forge's old lab at school. He pressed the communication gear as soon as he could. "It vorked! Vhoa vaht a trip, guys I'm coming right back!" Then Kurt was suddenly back in the Danger Room with the others. "Guys you vould not believe vhat I saw! I mean it vas just, verid and, and it vas just different and, and..." He said.

"Don't worry man I had a camera on it, so we should all see what it was like from the playback." Forge said taking off the equipment from him.

"Well this has been interesting." Logan said sarcastically. "But I think you all should get ready for school while Forge does...well...whatever he does."

School was the same old same old so far. Peter had just finished his class with Kurt and was about to head to his locker and get his stuff for next class when noticed something. There was that girl Amanda that Kurt said he didn't like but everyone knew he did, and everyone knew she had a thing for him too, walk over to Kurt.

He was too far away to hear what was being said but from what he saw he had a guess, and a smile was on his face as Kurt got this huge smile of his own. He said something back to her and she definitely looked pleased and she went off. Peter walked over to Kurt who was staring at Amanda's retreating form. "So...what was that about?" Peter asked.

"She asked me to ze dance." He said in a slightly dreamy state then he turned to Peter and he swore Kurt was glowing. "She asked me! She really did!" He exclaimed happily.

"See told you she liked you." Peter said to him elbowing him.

At lunch Kurt was with Evan and Scott. "Can you believe it she actually asked me!"

"Yeah, Kurt we know." Scott groaned. "You've been telling us that for the past ten minutes."

"So Kurt what are you going to do about your hands?" Evan asked him. "I mean won't she notice the fur and large two fingers?"

"Oh man!" Kurt said holding his head in his hands. "I forgot...what am I going to do?"

"Just wear gloves." Scott offered him. "Hey just say you got a rash, or something. I mean when people ask me about my shades all I got to tell them is it's because of an eye condition."

"You zink zat vould work?" Kurt asked hopefully.

"What would work?" Jean asked as she sat down next to Scott.

******LATER THAT DAY – BAYVILLE MALL**

May and Ororo went with the Rogue and Kitty after school to the mall for their own dresses. Kitty was of course getting a new pink one she had her eye on since Lance had agreed to go with her to the dance. Rogue however was having trouble, she was trying to find something nice yet offered a lot protection but it was proving difficult.

"Ah don't know why ah wanted ta do this." She said to herself slightly depressed looking around her in the store.

"What's wrong dear?" Rogue turned to see May Parker walking over to her.

"Ah don't know...maybe ah should call this off."

"What? Why?" She said concerned. "I know that Peter has been looking forward to this and I though you did also?"

"Really? He has? Well...it's just that...ah mean the last time ah danced with a guy, he almost ended up in a coma, ah mean how can I go to a dance and not touch someone?" Rogue said sadly to her."

May looked at the girl and felt pity for her restrictions. "Well you shouldn't worry." She said putting a hand on Rogue's clothed shoulder. "I may be old, but I remember what it was like to be young and I couldn't possibly know how you feel about not getting close to someone, but I think if you don't give up you can overcome anything."

Rogue couldn't help but feel slightly lifted be her words. "Do ya really think ah might one day be able to touch another person?" She said softly.

"I know so." She said to assure the younger woman. "Now I think with a little help we could get you something that should work...with a little few extra some things to help out." Rogue couldn't help but get a small smile from her. She had to admit that Peter's Aunt was a really nice person and she liked her. In fact all the students seemed to like her, especially since she started to teach Kitty how to cook, Kitty's food wasn't avoided like the plague it used to be.

In fact Kitty was getting quite good, which was a miracle in itself.

******BACK AT THE MANSION**

Everyone was watching the footage of Kurt's trip and when they saw that there was something alive in that other reality, to say the least Kurt was freaked out. Especially when Forge wanted to have him go again.

"Are you nuts?!" Kurt shouted at the native genius. "I'm not going back in zere! Vhat if they eat me?"

"That's why I'm going elf." Logan said to him finishing suiting up. It took a few minutes but they managed to convince Kurt to try it again. They hooked Kurt and Logan up with a line and Kurt was going to teleport to the school gym this time since no one would be there at the moment. Both Kurt and Logan disappeared.

"Are you sure this is safe Forge?" Peter asked him. "I mean this is new territory what if something happens?"

"What could happen?" Forge said.

After a little while Kurt and Logan reappeared at the gym a little worse for wear. Kurt threw off the equipment as fast as he could. "Zat's it! No more! I don't vant to try zat again and I may never use my powers again, not after zat!"

Logan sighed and couldn't blame him. The creatures in that place nearly had eaten Kurt and Logan turned on his communication gear. "Charles...we're going to need a ride back, I don't thnk Kurt's up for another teleportation."

The others heard this back at the mansion and Peter gave Forger a sideways glance and Forge shrugged. "Okay so maybe a few things could go wrong."

******ACROSS TOWN**

Eddie Brock was in a small apartment he had rented. He was still trying to get a picture of Spider-Man. Although now it was more personal to him ever since he opened the camera to develop to the film and found if empty. He was lucky he didn't call Jameson until after he found out about the film, or he would have claimed to already have the shots and then he would have been in deep trouble.

Not to say he wasn't already. Jameson was getting impatient and the Sirens seemed to have dropped out of sight. But from what he saw of them, he knew that those girls had to be teenagers. He had spent the days looking around and he found some unusual things at Bayville high.

A lot of weird things seemed to happen there and he had to wonder if there was any connection. He got a job there for their dance to take personal pictures of all the couples and stuff. Sure he could use the money but it also gave him the chance to look around the place and see if he could spot anything out of the ordinary.

Little did he or anyone know that the place Kurt had teleported the first time using Forge's device, in his old lab at school where Kurt had reappeared a glow started to form and a tear of energy started to form and a claw seemed to come out of the tear.

**BROTHERHOOD HOUSE**

Tabitha was getting ready in her new room, since Mystique had taken back her own room. She was thinking of asking all the guys, minus Lance to come with her to the dance together, but Max didn't like the idea of 'sharing' Tabitha with the others.

Well she guessed he did have a point. If they were going out it would be a little weird to take a whole bunch of guys, even though Pietro was taking several girls, but then again that was Pietro and she at least would stick with her boyfriend.

The Fred and Toad didn't seem to mind in fact they wanted to stay in and see if they could drive Mystique into a nervous breakdown or something. She smiled at the thought. She didn't care for her or Magneto and she didn't believe in what those two believed in.

She finished putting on her lipstick and opened her door to see Max there in a dark brown suit waiting for her. He had to smile as he saw her. "Looking good. Well let's go before Lance get's impatient or something." He said to her.

"Yeah, he most likely can't wait to see his pretty-kitty." She joked and both laughed. Lance and his relationship with Kitty was always good for a joke now and then.

******THE MANSION**

Scott, Kurt and Peter were downstairs in their suits. While a few of the others were there also to see them off, either because they didn't have dates or just didn't want to go to this dance, or weren't old enough.

Peter was fiddling with his collar, all his life he had hated those things, they always seemed to be too tight. All the guys were waiting for the girls to get ready. Kurt said he was meeting Amanda at the school and he was adjusting his gloves for what seemed like the twentieth time that night.

"Man Kurt take it easy." Scott said to him.

"I can't help it." Kurt said obviously nervous. "Zis is my first dance, I mean it's my first date too."

"Join the club." Peter said to him.

"Like I hope you guys are ready." They turned to see Kitty coming down in her new dress. Behind her came Jean in her yellow dress and Scott's jaw had hit the floor. Jean saw the reaction and smiled slightly and walked over to him and straightened his tie.

"You look good Scott." She said smiling to him, the closed his mouth with one of her fingers.

"Whoa...Jean...you look...just...so beautiful." He said to her. He couldn't help but admire her beauty and Jean visibly blushed.

"Why-Why thank you Scott." She replied. Peter and Kurt couldn't help but chuckled looking at the two of them.

"Sorry about the wait, ah couldn't get mah hair right." They heard Rogue's voice. When Peter turned not only did his jaw drop also, it nearly hit the floor and bounced back. Rogue was wearing an all green dress with matching gloves that went all the way up her arms. She also wore a black scarf around her neck that covered her shoulders. Her hair was mostly slicked back like when she was one of the Bayville Sirens only she had a strand of white hair coming down her face.

Peter never thought she looked more beautiful to him in his life. "So what do you think?" She asked him as she came up to him. Peter tried to say something but his brain seemed to have taken a vacation.

Spyder who was one of the people there smiled at the scene. "I think you broke him." Rogue couldn't help but smile while Peter blinked a few times and came to his senses.

"Wow." He nearly whispered. "Rogue...you look incredible." Rogue couldn't help but blush slightly, she never really considered herself the kind of girl that could turn heads. Mainly because most boys seemed to ignore her, but she had to admit it was nice that Peter seemed to genuinely find her attractive. It made her feel pretty good about herself.

"Come on gather around everyone." Aunt May said holding a camera in her hands.

Peter groaned slightly embarrassed. "Oh come on Aunt May." He said to her.

"Peter please, give an old lady some pleasure in life." She pleaded. Peter never could say no to her when she was like that. The others couldn't either. "You all look just so good." She said smiling and started to take a few pictures.

After that they students went to the van since Scott's car didn't have enough room for them all and Scott drove them to the school. When they got there they all split up. Kitty went to find Lance, Scott and Jean went to the dance floor, Kurt saw Amanda and went over to her so Peter and Rogue were the only ones left.

Peter saw that the school had hired a photographer taking pictures of couples. There was also something familiar about the guy though, but he couldn't place it. "What are ya lookin' at?" Rogue asked him.

Peter shrugged. "Nothing I guess. Just thought I saw someone familiar is all." A slow song started to play and Peter looked to her. "Care to dance." He asked her slightly nervous she smiled and nodded.

Kurt was dancing with Amanda at the moment and he was enjoying every moment of it all. "Kurt...you should know something." Amanda said slightly unsure of how to begin with this. "I know about you...the _real_ you."

"V-vhat do you mean?" He asked nervously. She reached to touch his face but he stopped her.

She signed. "Kurt it's alright, but...I understand if you're not ready...but just know I wouldn't be afraid of it." And then danced closer to him and held him close. Kurt wasn't sure what to make of it, the fact that she might know about what he really looked like was both scary and yet the fact she said she wouldn't be afraid was something he had wished for so long, he was afraid it was true.

Peter and Rogue had been enjoying their time together. Peter made sure he was careful but they still managed to slow dance together. He was nervous that he might trip but thankfully thanks to his abilities he was naturally graceful.

Rogue felt like this was all a dream. She was actually at a dance with a boy she liked and so far she hadn't harmed him. For a brief moment she felt like a normal girl once again. She knew that she would never forget this night.

After an hour things were getting nice. Jean and Scott seemed to be enjoying the night immensely and Peter noticed Duncan giving the couple sour looks. He also noticed that girl Taryn was looking at Scott, and Peter guessed that she had wanted to go out with him to this.

Then suddenly his spider-sense started to go off. Rogue noticed him tense up and saw him looking around frantically. "What? What is it?" She asked him.

Then a strange energy like tear opened up and one of these lizard like, demonic dinosaurs about half the size of Blob started showing up. "That!" Peter yelled out and they dived for cover as one of the creatures leaped at them. The entire gym was now in a state of blind panic, everyone was running around. Well except for Brock.

He grinned as he started to take picture after picture. 'It may not be Spider-Man, but I know Jameson will want these.' He thought to himself. One of the creatures saw Brock and jumped at him, Brock screamed in terror but for some reason the creature seemed to fly out of the way and land hard on a table with refreshments. Brock knew he had enough pictures for the Bugle and decided to bolt while he could.

He wouldn't be able to sell anything if he was eating. Jean on the other hand saw him leave after she had used her abilities to send the creature flying. Luckily everyone was too busy to notice. She looked around and saw one of the creatures heading for Amanda, who looked like she had tripped.

She was about to do the same with this creature but Kurt got next to her and both disappeared. Jean was surprised he would use his powers like that, and didn't look forward to trying to explain it to her, or the Professor, but that could wait. She saw Scott had opened the fire doors and was shouting for people to get out.

Meanwhile Max and Tabitha had slipped away from the party to the hall and were in the process of making out when one of the creatures walked down their hall and roared at them. Both mutant teens jumped apart at the thing. "What the hell is that?" Tabitha exclaimed. "Looks like something from Jurassic Park."

Max however was pissed. This was the first time he had gotten Tabitha alone for a moment and was enjoying his time and now this...thing...interrupted his good time! "Look here Barnie, get lost or else!"

The creature roared and jumped at them. Max powered up and let loose a fierce some blast of electrical energy. The creature roared in pain but Electro kept on the power, in fact he got a very satisfied look on his face and was grinning as the creature started to flail around in pain as it was slowly cooked to death by Electro's power. When he was finished the creature was nothing more then a burnt corpse.

"Jeez Max." Tabitha whispered to herself. She had never seen that side of Max before, he seemed to enjoy what he just did more then what someone should have. In fact what she saw just there scared her. She heard some running and turned to see Forge, Logan running down the halls with a machine of his.

They all stopped there at the scene before them. "Oh man, that is so not cool." Forge said staring at the dead creature.

"Guys!" Tabitha said. "What is going on here?"

"Short answer, him." Logan said pointing at Forge. "What the hell happened to that!" Logan then asked pointing to the dead creature.

"It pissed me off." Max said coldly glaring at the others. "You want to make something of it?"

"Come on Max let's get out of here." Tabitha said grabbing his arm and led him away. He reluctantly turned to leave with her. Forge aimed his device at the creature and fired sending it back to the other reality it came from.

Rogue and Peter however were having a difficult time trying to help others out of the place. But they managed to do it when one of the creatures snuck up on them. Luckily Peter sensed it and jumped out of the way.

Rogue pulled one of her gloves off. "Come on ugly!" She said to it. It turned its head and slowly made its way to her readying to pounce. Peter looked at this and quickly jumped to one of the lockers and then kicked himself off and kicked the creature in the side and sent it flying into one of the lockers.

Peter took up a defensive stance as the creature rose up but a beam of light hit it and it disappeared. Both Peter and Rogue looked to see Forge, Kitty, Lance, Logan, Jean and Scott running to them.

"What is going on?" Peter shouted.

"My fault I'm afraid." Forge said sheepishly. "The equipment seems to have opened up several portals where Kurt teleported. They came out in the Danger Room first so we managed to keep them in there until I made this." Forge held up his new device. "To send them back, I think we got them all and I closed all the portals."

"Well that's good at least." Rogue muttered. Tonight was going so well she guessed she shouldn't hav been surprised that something had come along to ruin it.

"Where's the elf?" Logan asked seeing he was the only one missing.

"Uh...he's safe, with Amanda." Jean said to him. "He should be fine." Logan nodded and left it at that, but Jean couldn't help but bit her lip. She would have to ask Kurt how he dealt with Amanda, and if he told her the truth how did she take it.

"Well I don't know about you guys but I think it's a safe bet the dance was called off." Peter said sighing a little.

"Yeah I think so." Logan said. "Come on, we should get going back before police come and start asking questions." The teens reluctantly agreed and made their way home. Kurt got back an hour later and Jean was about to ask him how things went but the huge smile he had on his face said everything she needed to know.

After everyone had gotten dressed into their own clothing Rogue noticed that Peter wasn't around anywhere, so she checked his room. She walked in on him just as he was finishing putting on his Spider-Man suit and was about to pull the mask down. "Goin' out huh?" She said to him.

He shrugged. "Yeah well, I feel a little restless after the dino thing, you know?"

"Ah guess...Peter...just so ya know, before the creatures...ah had a good time."

He smiled at her. "So did I...so...you want to go see this movie playing tomorrow?"

She smiled back. "Sure." She said to him he pulled on the mask and nodded to her and went out the window. She stood there leaning her head against the frame watching him go out into the night.

* * *

******NEXT UP CHAPTER 34: CURSE OF THE LIZARD PART 1**


	34. Curse of the Lizard Part 1

Sparky Genocide: Yeah I wanted to get into the relationships more in this one, and you know Brock will be a major pain and I hope you enjoy The Lizard.

Ldypebsaby: Yes Dr. Connors is in this chapter, Max is troubled I thought his origin proved that, as for Peter/Rogue's relationship will have a few bumps but will be fine.

Booyah: Unfortunately the Lizard persona is more animal like, so it would more then likely attack the Morlocks from a territorial nature it has.

The Uncanny R-Man: Yeah I like what I got going with those two too, the symbiote will show up later on and Peter will get it first then Brock. Way off with that one, besides they're based in San Francisco aren't they? (Or somewhere in California)

Mark C: Yep, I got a few ideas. Some are kind of old and no one might know them, but I'm also going to bring in more current ones too, but I'm still working on them.

Lord Destroyer: Glad you liked all of that stuff, and I might redo the one with Amanda's parents later on, and the Max/Tabby thing will go downhill even more later on too, as for Brock that's a cool idea. Yep you got it, but I'm not sure to show them in this story or not.

X-Over: You know that's what I was thinking of doing, and of course Brock will show up later and make things difficult.

slickboy444: Yeah I was never a fan of Jean and Duncan, I mean you know her and Scott would end up together but it just took SO long. Really not a Kurt/Amanda fan huh? Well I'm trying for a Lance/Kitty thing in this one for a chance so I think keeping Kurt and Amanda would be for the best.

Ivan Alias: Yeah I know it was slightly faster, but I just wanted to get a lot out of the way in this chapter. And you're right about that gang too, I though it would be fun to add them into the background slightly.

Episodic: I think I can guess. I'm thinking of leaving Amanda as she is, but I'm not sure, as for Jean, I never did like the Evo version of her, plus I think it was Duncan and hanging out with his group that made her like that.

And thanks to: Bumpkin, Actiondude, psychobunny410, bobtheheadlesschicken, Red Witch, supergirlhv, fire inu, Morlin, oceanbang, Emerald Knight

**AN: Since I keep on getting asked this a lot I'm telling you all one time only. Yes I will bring in other Spider-Man characters and other major plots. There from now on I'm not answering anything related to that unless it's specific or original, I'm just tired of answering the same questions over and over again.**

* * *

**SPIDER-X  
****NEXT UP CHAPTER 34: CURSE OF THE LIZARD PART 1**

After the disaster with the dance, Principle Kelly had the school closed the next day while the police looked around. An announcement was made over the local radio about the school being close for the investigation but would be opened up in three days.

Even though it would only take one for the police, Kelly needed to extra time to clean up the mess, especially to fix up all the claw and bite marks that were all over the gym and some areas of the halls. There was no 'official' mention of the giant lizard creatures, and the police were trying to keep that quiet but when pictures of the creature showed up in the Daily Bugle, Kelly had to spend the entire day answering the frantic calls of parents asking how he let their kids nearly eaten by those creatures.

Kelly was in his office and had just hanged up the phone after yet another call from a concerned parent. He pulled out a bottle of aspirin and took a bottle of water to wash it down that he had on his desk. He was considering just going home and getting out that bourbon he had stashed away but he needed to deal with this first.

There was a knock on his door and he looked up thinking it was another officer trying to ask even more questions, but he was surprised to see Dr. Connors there, with an officer. "Dr. Connors what are you doing here? You did know that classes have been cancelled for a few days until this...mater...is taken care of?"

Connors nodded his head. "Of course but I left some papers here and I was hoping to get them since I could catch up on that while class are cancelled, but the officers wanted to make sure I worked here." He said turning to the officer.

"Well I take it he works here then?" The officer asked knowing the answer.

"Yes he does." Kelly sighed behind his desk.

"Alright then." The officer said then turned to Dr. Connor. "You can go to your office but please don't go into the gym or the blocked off areas." He said to Connor's who nodded and then walked to the science room. He walked off to that direction but after he was out of sight he moved to one of the other hallways.

Ever since he saw that news article about those lizard creatures he had to find a sample of them. Never before had he seen such creatures, there was no way they were either natural. They were either some kind of experiment or and he wasn't sure to believe in this theory, they were otherworldly.

He checked the halls and found one that had the yellow police tape across it. He looked and saw various claw marks on the floors and even a few dented lockers. He ducked under the tape and quickly scanned the area. He didn't know how long he had until someone noticed him so he had to be quick.

Then he noticed the smell. It was like a burnt smell almost like charcoal and burnt meat, kind of like someone had a barbeque in the hall or something. He looked around for two minutes without finding a talon, scale or anything. He was about to give up when something caught his eye.

He bent down and looked at a piece of what he assumed was either flesh or a scale. He couldn't be sure because of how badly it was burnt, but it was organic that he was sure of. With his one arm he reached into the pocket of his jeans and pulled out a plastic zipper lock bag. He gently placed the organic material no bigger then the wide of a quarter in it, trying not to touch it with his own skin to contaminate the sample.

It wasn't easy with just one hand, but after his accident took his right arm he had learned to do a lot of things with just his one remaining arm. After it was in he sealed the bag. His head quickly turned around as he heard footsteps coming his way.

He quickly put the bag in his pocket, ducked back under the police tape and quickly made his way down the hall he turned the corner just in time to avoid being spotted in the hall by a wondering police officer on the opposite end. Dr. Connors sighed in relief. He made his way to his classroom and unlocked the door with his key and got a few of the notes.

He didn't completely lie to Kelly, he could use the extra free time to mark the papers he had left behind, but he also wanted to get a sample if he could have found one of those creatures. And he had. He couldn't wait to get home and see what he could make of it.

Now the only problem was to see if it was compatible and to find a way to splice together the DNA of lizards and humans. 'One thing at a time.' He thought to himself. 'First let's see what our little 'friend' I found has to tell us.'

**XAIVER INSTITUTE**

Kurt walked to the Professor who was enjoying the outdoors sunshine with Hank. They were talking about the recent events at the school and hoping this wouldn't affect them. Kurt was nervous about what he was planning on doing but he had thought about this and he needed to tell the Professor and had to ask him something too.

"Um, Professor?" He asked hesitantly.

He turned his chair around to face Kurt and Hank merely turned in his seat slightly. "Yes Kurt what is it?" Xavier asked him.

"Um vell...something happened last night." He said nervously fiddling with his tail slightly, a nervous habit he had picked up whenever he had to tell his parents something he knew they might not like. "You see one of zhose creatures vent after Amanda and I...uh...sort of teleported her out of zere." Kurt saw both Hank and Xavier shocked and concerned about this so he decided to act quickly.

"But she already knew about me, I mean she saw me as I am vithout ze image inducer before ze dance."

"Wait, Kurt are you saying she knew about your appearance beforehand?" Hank said leaning forward slightly in his chair.

Kurt nodded enthusiastically. "Ja, she told me at ze dance, and she vasn't freaked! I mean zis is great, I never thought I vould meet someone who would...well...you know?" He gestured to himself. Hank nodded his head, since he too felt exactly the same as Kurt when his mutation went out of control and he was now stock in his new form.

"Kurt, are you certain that she can be trusted?" Xavier said steepling his fingers under his chin.

"Of course! I mean she knew for over a month and didn't say a vord, that and...uh...I vas vondering if she could, you know, come over today. Ve talked last night after the dance and I vant to show her my real life and ze others."

Xavier looked at him carefully and thought about it. "I think you should, I would like to talk to her and I would like to know for certain if she would keep our secret, I'm sure you trust her Kurt but I do have to think of the others too."

Kurt sighed and nodded. He knew that the Professor had to think about the rest of the children under his care. "I understand." He said slightly depressed at having her looked over like she was under suspicion. "So I'll just go and give her a call, ja?"

Xavier nodded and Kurt teleported to the nearest phone. Hank looked to Xavier. "Do you think she can be trusted?" He asked seriously, he knew that if she didn't Xavier could have no choice but to wipe her mind of all things related to mutants, possibly even her feelings about Kurt to ensure the safety of mutants not just here, but everywhere.

Xavier thought about it. "If she did know about Kurt for this long and hasn't said anything...then I think that is a good sign."

"You know Logan won't like this idea." Beast offered him with a small smirk as he thought of Logan's reaction to the news.

Xavier gave a smirk of his own. "I think that I can find someone to tell him that will make him listen to reason."

Hank raised a furry eyebrow at this. "Really? I thought Ororo could only get him to listen some times?"

"Oh no not her, I was thinking of May. She seems to be able to get through to him in her own special way." Xavier said grinning as he took a sip of his tea. Beast pictured those two together and couldn't help but laugh. It was becoming an inside joke that Logan the most feared of all the adults by the students couldn't seem to handle a fifty year old human, with no powers or abilities.

**LATER THAT DAY**

Amanda was nervous about all of this. Ever since Kurt had told her about his life last night, that he was a mutant and so was everyone else at the Institute she had wanted to get to know the real Kurt. She was just worried about making a fool of herself or something.

'What if they don't like me? What if I say something wrong?' She thought to herself. Kurt had told her it was fine to come over but also said the Professor wanted to talk to her. She had seen him a few times at school like at that Dracula musical the students had a few months ago, but never had to talk to him before.

She got to the gate and pressed the button on the intercom. "What is it?" Came a gruff and deep voice.

'That has to be Mr. Logan.' She thought to herself. Kurt had told her that he might be a little overprotective so try not to be phased by him. "Um, this is Amanda. Amanda Sefton, Kurt said I could come over."

There was what she thought sounded like a low growl which gave her a slight shiver down her spine. "Come on in." He said in a not too friendly tone. There was a buzzer sound and the gates opened. She walked up the drive and was amazed at the place. With the high walls you really couldn't get a look inside but the grounds were huge.

She saw a few of the others enjoying the time off of school. She did a double take as she saw one of them, she thought it was the boy named Bobby make a ice sled, and there was that Amara girl who seemed to literally throw a fire ball at it melting it.

"Wow, Kurt wasn't kidding when he said everyone had powers." He said to herself. She was so distracted by the sight she nearly fell into the fountain in front of the mansion but luckily stopped herself from falling to far forward. She looked around hoping no one saw it blushing a little. 'Okay breath Amanda. You'll do fine, just be yourself and try not to embarrass yourself this is important to Kurt.' She thought.

She got to the front door and opened it. She looked in and was surprised at the size of the foyer and the huge chandelier hanging from the ceiling. "Whoa." She whispered.

"So you're the elf's girlfriend huh?" She heard that same gruff voice again. She looked down and saw a man with wild hair and scruffy looking appearance. He also had a commanding and kind of scary presence.

"Um...y-yes sir I am." She tried to keep her voice calm but there was just something about the man. Logan gave her a piercing stare like he was studying her. She felt like he was a predator examining his prey.

"Mr. Logan will you please ease off the young girl." Said a stern female voice from the stairs. Amanda looked past the man, who seemed actually back off a little from her. The woman coming down the stairs was in her mid or late 50's and dressed in a sweater and long skirt.

"I'm just-"Logan began but she cut him off.

"Scarring the poor girl. Now you know Mr. Xavier wanted her to feel welcome so please try and be civil." She scolded the man. Amanda was surprised that this woman didn't seem at all phased by Logan.

She came up to Amanda and smiled warmly at her. "So you are Amanda. Kurt had told us a lot about you."

"Thank you miss...uh." Amanda didn't know the woman's name.

She smiled at her. "My name is May, May Parker."

"Parker?"

"Yes I believe you know my nephew Peter, you have a class with him and Kurt don't you?"

"Yes, I do." She said to her. "I didn't know Peter had his Aunt here, do you uh...well you know, have powers too?"

May laughed kind-heartedly at her girl's question. "Oh no, I'm just a normal person like yourself. I'm just here because Peter and I are the only family we have now, and he didn't want to come here and leave me alone so he wouldn't come unless I did to." She leaned in close. "And to tell the truth I'm glad he did, it's nice to be part of a large extended family again."

May straightened up. "Well I think Professor Xavier wanted to talk to you first, so lets go and see him shall we?" Amanda nodded and let the older woman lead her through the mansion. They eventually stopped at a door and May opened it for her, she went in and saw Xavier sitting by an empty chair waiting for her.

"Thank you May, if you will I would like a private moment with her." Xavier casually said to her. May nodded her head and Amanda felt a little uneasy with her gone. She looked at Xavier. Up close he seemed like a kind man with a calming aura coming off of him. He gestured to the seat and she sat down.

Xavier couldn't help but smile at the girl's nervousness. "Please calm yourself. Now I understand you knew about Kurt's appearance before hand, he has also told you things that must be kept secret because I don't think the world is ready to know about mutants yet."

Amanda nodded. "Yeah Kurt told me, and I can see his point. I mean not everyone would react kindly to people who are...well...different." And she knew that from personal experience. The last time her family had gone to a large city like New York she and her family got a few looks that made her skin crawl and some attitude too that showed just how people could reacted to someone based solely on the color of their skin.

Xavier could sense an understanding from the girl. "Yes so you can see why I have to make sure of your intentions. I'm sorry to have to ask this, but even though Kurt firmly believes in you I have to make sure."

"Yeah...I guess...so...how exactly are you going to do that?" She asked worried about what he was asking her.

"With your permission I will use my telepathic abilities to see how sincere you are." He said carefully. "It will only be a surface scan and I won't look into your inner most thoughts, I know this can be uncomfortable but unfortunately it is the only way."

Amanda thought about it. The idea of someone looking into her head was...disconcerting to say the least, but she also knew that if she didn't she might not be allowed to see Kurt again. "Alright then, I agree...so go to it." She said closing her eyes waiting for something, anything to happen.

"Alright we're done, and I thank you for your co-operation." Xavier said to her gently.

Amanda's eyes snapped open. "Wait, that's it?! I thought it would be...I don't know, that I would feel something."

Xavier smiled at her. "I try not to leave an impression that I was there, I find it easier on the other person. But you are a trust worthy person and I feel you can be trusted." Amanda was delighted at this news. "I believe Kurt is waiting for you in the living room with a few of the others, May can take you there."

Amanda stood up a broad smile on her face. "Oh thank you for trusting me, believe me I'll keep your secret."

"I know."

Amanda nodded and went to the door she found May who was had been waiting to see if the girl had passed. May had hoped she would, ever since she saw how happy Kurt had been since she and him went to the dance together.

Amanda nodded to May. "The Professor said that Kurt was waiting in the living room, could you please show me the way?"

"Of course dear, this way." May kindly gestured to the hallway and walked along and Amanda followed closely on her heels.

**CONNORS' RESIDENCE**

Dr. Connors was in his basement lab looking at the specimen. It was absolutely amazing what he found so far. It was some kind of reptile but nothing he had ever heard of. He had a print out in his hand of the chemical make-up. Even though badly burnt there was still usable DNA that he could gain some data from.

He put the paper down and stretched. He had been at it for three hours and he felt he needed a break. He got off his chair and away from the desk. He leaned against one of the tables and his eyes wondered to the incomplete formula written on the board.

'If only I could just figure out a way...to...' His thoughts were stopped and his eyes narrowed as he studied the board. Throughout human history some times when men and women have been looking for the answerers to seemingly impossible questions, when they feel that they can't solve whatever it is that they are trying to find answers for when it can happen.

When like a bolt of lightning that comes out of nowhere the solution comes to them as it was divine inspiration. Now was such a moment for Dr. Connors as the problem he had been desperately trying to find a solution for was suddenly in his grasp.

He slowly walked to the board taking the chalk by the board and slowly started to fill in the blank holes. Then he built up speed and started to write up all over the board he used the arm of his sleeve to wipe away whatever that needed to be taken out of the equations and then replaced them with new ones.

It took only five minutes for him to fix it, when he stepped back and looked at his new work a smile was on his face as he felt a type of euphoria that only could come from finally getting one step closer to his dream. "This can work." He said to himself as he looked at the board.

He had finally done it, he had finally found a way to splice together human and lizard DNA. Now he just had to test it out.

* * *

**NEXT UP CHAPTER 35: CURSE OF THE LIZARD PART 2**


	35. Curse of the Lizard Part 2

Red Witch: You know that does have possibilities thanks for the idea.

A.J. Starhiker: Believe me I TRY with the spelling but I still miss a few now and then. It's not easy for me and I do my best I can only ask that you try and forgive it, I got good ideas for stories but actually writing them isn't easy.

Malciah: No he wouldn't have anything like that to Kurt, since those creatures didn't either.

Lil Jean: I thought there was some Jean/Scott in it? Well there is some more planned so don't worry.

Sparky Genocide: Well I wanted to blend in the Spidey and X-men universe more. And yeah I like the May and Logan parts too. It's just funny how she seems to control the guy.

Joseph McKinley: He'll face it on his own then with the team, and Xavier will be needed near the end of this story arc too.

oceanbang: Glad you liked those plots, as for that...I'm not sure.

Kaliann: lol, your reading this while in school? That's a new one on me, hope you don't get in trouble one day for it.

The Uncanny R-Man: Well I did not know that, hope you like my take on the Lizard.

Bobtheheadlesschicken: Lizards aren't blue, I think you thinking of something else, and you're right about something bad happening.

Mark C: Yeah I can't have him in everyone, but he's in this one for you.

Lord Destroyer: Yeah there is something about how May can control him isn't there. I might leave them out until say a sequel or something, their just background for now. As for April, the one in the 80's was a brunette it's the current one that's a red head.

X-Over: He'll kind of go through what Hank went through, and the Lizard will be kind of a mindless creature like it originally was.

slickboy444: Yeah nothing well will go for the good doctor and I'm glad you liked Amanda's little part. That was something I wished they had showed in the show.

And thanks to: psychobunny410, supergirlhv, Ldypebsaby, Red Jeanie, SmacksKiller, Actiondude, Ivan Alias, Morlin

* * *

**SPIDER-X  
**

**CHAPTER 35: CURSE OF THE LIZARD PART 2**

Amanda walked into the living room, it was large like most of the rooms and had lots of furnishings. She was pleased to see Kurt sitting there in his natural form on a chair. He saw her smiled and went right up to her. "So everzing vent vell ja?" Kurt asked hopefully.

"Oh yeah the Professor said that he believed me." Amanda said happily Kurt smiled and hugged her and she did the same. Then she noticed they weren't alone and saw Kitty and Rogue there sitting on one of the couches.

Kitty was grinning at the scene. "Oh don't like mind us, go on." Kitty smiled at them, waving them on. Kurt gave a slightly annoyed look while Amanda giggled at his reaction.

"Don't you two have better zings to do zen watch us?" Kurt asked them both.

Kitty just shrugged. "Not really, it's either this or watch Peter and Rogue."

"Hey!" Rogue responded to that. "Leave us out of this." She said sternly, she was still getting used to the fact that she and Peter were an official couple, she also had to endure the same teasing that she had seen Jean and Scott go through ever since they had become an 'official' couple not long ago.

"Where is Peter anyway?" Amanda asked seeing as he was one of the few people she knew more about that lived here. She had seen him in class next to Kurt and the two of them seemed like good friends to her.

"He's like on the phone to New York." Kitty told her. "He likes to call his friends Harry and MJ a few times a week or e-mail them since he doesn't see them anymore."

"Oh." Amanda said slightly sad to hear that, she and her family had moved here to Bayville when she was ten and she remembered how hard it was on her to leave all her friends behind. "Well at least New York is only an hour drive from here...hey do they know about him?"

"If ya are referin' to his powers? Then no." Rogue said slightly in a darker mood for some reason. She didn't mind him calling Harry, but she had seen a picture of that Mary Jane Watson girl. She was a lot like Jean, tall redhead who was beautiful. Peter had said that they were only friends but she still had enough of his memoirs to know he also used to have a crush on her.

She knew he wasn't the type to cheat on a girl but she still felt uneasy about it. She knew she was just being paranoid but...the fact was she didn't want to lose Peter. He was a really nice guy that she really liked being around with. He made her feel better about herself and the way he always seemed to have a good humored response to things made her smile.

She wasn't sure how deep her feelings were getting, but he wasn't just her boyfriend...he was one of her closest friends too and she didn't want to lose that either.

"I guess that makes sense." Amanda admitted as she sat down next to Kurt on a couch across from the girls. "So what do you to do...if it's not rude to ask?"

Kitty smiled and reached over and phased her hand through the table between them and then pulled it out. "I basically can move through any solid object."

"Yeah so she doesn't always knock when she literally walks into a room." Rogue said.

"Hey! I do so...most of the time." Amanda stifled a laugh then looked to Rogue.

Rogue sighed and her face fell a little. "If ah touch someone with my skin ah start ta absorb their life force, their memories and their powers if they got it...but ah can't control it so that's why ah'm always covered up."

Amanda looked sadden at the news. "But then...how do you and Peter...well...you know?"

"We don't...we're...still trying to figure that part out."

Amanda felt bad for bringing up something that she could see wasn't something she liked to talk about or think about. "I'm sorry I didn't know." Rogue just shrugged it off.

"Sorry about what?" Came a new voice and they turned to see Peter walking in who stopped when he saw Amanda there next to Kurt, in his real form. He had a slightly panicked look on his face as he looked to the others for an answer.

"She's alright, the Professor like said she was okay and would keep our secret." Kitty answered his silent question.

"Oh, alright then." He shrugged and walked over to and stuck out his hand. "Welcome to Wonder Land, Alice. Hope you enjoy the trip." Amanda laughed and shook his hand.

"So what exactly is it that you do?" Amanda asked curious. Peter contemplated telling her the same as the Brotherhood but then he figured if Amanda was alright and would be around here then someone would most likely tell her anyway.

Peter shrugged and then back flipped onto the wall and stuck there. "Basically I got spider powers." He leaped off the wall and back to them. Amanda however looked like she was in shock.

"Oh my God." She said under her breath. "Are...are you that Spider-Man guy?" Peter looked a little nervous and nodded. Amanda suddenly got up off her chair and rushed over to him and hugged him.

"H-hey what's up?" Peter said confused.

Amanda pulled away from him. "I-I'm sorry it's just...three weeks ago my dad was working late one night and when he went to his car this guy walked up to him and pulled a gun on him. Then my dad said when he though he was going to get shot, someone in red and blue with two spider symbols on him saved him. If it wasn't for you...then...my dad might not be here, I-I just wanted to thank you for that." Peter could see her eyes getting misty at the memory.

Peter got on a serious yet kind face. "You're welcome, besides it's what I do." He shrugged. Amanda smiled at him. She nodded and went to sit back with Kurt, who along with the other three mutants were shocked by this revelation.

"I guess it's like a small world after all." Kitty said.

**CONNOR'S RESIDENCE**

Dr. Connor had been working furiously at his experiments. His school was work forgotten as he had spent the morning working with chemicals and DNA samples. He had taken the reptile and lizard DNA of his animals that he had in the cages. He thought about adding the new sample too, but he still didn't know much about it, it was too much of an X-factor for him, so he kept it in a small fridge with other specimens for later.

He already had various types of the serum ready, all various strengths and intensity, he looked over to the lab mice with the missing limbs. "Don't worry, if this works you all will be better then ever." He then looked to his own missing arm. "And hopefully so will I."

"Curt are you still down here?" Came a female voice. Curt looked up and smiled at the sight that greeted him. His wife Martha with her brown hair done up was still just as beautiful to him as the day he met her on his collage campus in his freshman year. "Come on Curt, it's lunch time and you've been down here ever since you got back from the high school."

He sighed and looked at the time from his wristwatch. He had been down here all day and he hadn't even noticed it. His stomach growled slightly and couldn't help but feel a little foolish for getting so carried away. "You're right hon, I'll be right up." She smiled and nodded and went back up the stairs. She never really went down into the basement all those lab mice and reptiles gave her the creeps, but she was glad he was coming up. She worried when he started to obsess over his work like that.

Curt put away a few of the more volatile chemicals for safety and started to go up the stairs. 'I've been working on this for over a year, taking a break for lunch shouldn't kill me.' He mused to himself.

**XAVIER'S**

Peter, Rogue, Amanda, Kurt and Kitty were talking and joking about all the stuff they had in their lives. Such as the Brotherhood, which Amanda had admitted that those guys seemed a little strange, especially Todd, and it made sense now. They also talked about Xavier and his dream, which as an ethnic minority herself Amanda could relate being an African American. She was surprised that they had things like the Danger Room and the Blackbird in a secret facility under the mansion. She was also amazed that they could survive the things they said they had to train with at times.

They were in the middle of a conversation when two more arrivals walked in. "WHAT THE!" Everyone turned to see a shocked Spyder and Jamie seeing Amada there, with Kurt in his real form too. "What's she doing here, who is she? Kurt why aren't you using your holowatch?" Then she noticed that her own gray skin was showing. "Why aren't I?! Why didn't someone warn me?" She demanded.

"Easy there Spyder." Peter said to her. "This is Amanda, Kurt's friend and she's cool the Professor gave her the okay." Both of the youngest mutants sighed with relief.

"Thanks for the heads-up and the heart attack." Jamie said placing a hand over his heart.

"What he said." Spyder agreed.

"So I take it you're Multiple and Ollie." Amanda said. The others had filled her in on the other mutants that lived there.

"Yeah but please call me Spyder." She replied. She then noticed how close Amanda and Kurt were sitting, in fact she saw his tail wrapped around her ankle, and she narrowed her eyes a little and smirked. "Are you more then Kurt's 'friend', cause you two seem really close."

"Well...I was hoping to be his girlfriend." Amanda said trying to hide her blush under her long hair a little.

Kurt got a huge smile on his face as he looked at her. "Really?" She nodded again.

"Aww well isn't that just the cutest thing?" Spyder said sarcastically while Jamie snickered. "Now we got a new couple to make fun of."

"Well then how long have you two been dating?" Amanda asked and both of the young teens froze at that.

"W-what do you mean by THAT?" Spyder said who was completely shocked by that. "He's my best friend, we're not dating!"

"Y-yeah what she said." Jamie said however both teens were starting to plush a little from Amanda's question. Peter and the others shared a little look and all had on a slight grin.

"Well you got to admit you two DO spend a LOT of time together." Peter said slyly.

Rogue nodded her head. "Yeah, what exactly do ya two do? You're not hiding in a closest making out are ya?" Both young teens had their mouths hanging open at that remark and both were blushing madly at the insinuation, which cause Kitty to break into a fit of giggles at their expressions.

"We do not!" Jamie said in defense. "W-we just talk and stuff!"

"Yeah!" Spyder said then looked at Kitty. "And you can stop now valley girl!" Then turned to Peter and Rogue. "You two are sooo mean you know that?" She turned and walked out with Jamie following closely behind not wanting to be left in the room with those guys alone and to hear more of their supposed 'relationship'.

"Well that was fun." Peter said smirking then turned to Amanda. "I think you should come over more often."

**THAT NIGHT**

Dr. Connors was back in his lab. He had just finished testing and trying out the different versions of the formula. So far everyone didn't seem to work until he tried the last one. A mouse with a missing tail had grown back. He had been so excited that it seemed to work. He remade that version of the formula and tested it on a few of the others. In every case the mouse re-grew a last limb of some kind.

He was never more ecstatic. Finally his dream was realized, he knew that this could open up a whole new avenue of medical science, soon one day people would be able to heal themselves from nearly any injury, just as his research at Oscorp was supposed to do.

"Oscorp." He muttered. He relived the accident in the lab for over a year. He still believe that the accident was cause from faulty safety equipment but Norman Osborn buried it and blamed it all on him. Because of that he lost his standing in the scientific community, Osborn even had all of his research patented so even if Connors went public with this it would be taken from him.

He looked down at syringe in his one hand filled with the formula. He thought about how all his research would be taken from him and how he might never see the benefits of his life's work. He knew it would take years for the FDA to approve of his research, and years more to approve of human testing. But what if he had used it for human testing already? Maybe he could arrange a deal with Norman Osborn? Get his position back if he walked into his office with both arms.

Sure he liked teaching, but scientific research was his dream and his passion. He knew what he was contemplating was insane and too risky...but this might be his only chance. He put the syringe down as he took off his white lab coat and pulled up the sleeve of his T-shirt to reveal the stump that was his right arm. He picked up the syringe and was about to inject himself when he stopped himself.

'What am I doing? Is this really worth the risk?' He silently asked himself. Put he knew the answer and then injected himself with the formula. Because he was larger then a mouse he put the full amount in himself instead of a miniscule dosage that he had been using.

He felt nothing at first, for the mice it had taken a few minutes so he wasn't sure what the results would be. He waited for an hour and nothing had happened. He didn't understand what was wrong. He rechecked his notes but everything said it should have worked.

"Curt." His wife called to him. "It's late come to bed already."

He looked at his watch and saw it was nearing midnight, he sighed to himself disappointed that for some reason it wasn't working with human DNA. "Alright I'll be right up." He put away his notes and grabbed his lab coat and walked up the stairs turning out the lights.

He felt like his whole life had just been taken from him, all his hard work for nothing. He went to their bedroom and got changed and went to their private bathroom. It was small with only a sink, shower and toilet but it was all they needed. He was too tired to change and just placed his lab coat on a towel rank and just brushed his teeth. By the time he got back into the bedroom he found the lamp on his side of the bed was the only light on and when he went under the covers he turned out the light and noticed that his wife was already asleep.

He smiled to himself and kissed her forehead as he went to sleep. He soon slipped off to sleep but it wasn't a peaceful one.

His dreams were haunted by images and strange sensations. In his vision he saw himself in a jungle, but he was haunting he felt different. He felt powerful, savage and strong. His senses seemed to explode with heightened abilities. Then he saw his 'prey'.

They were humans and then suddenly the jungle shifted to a concrete one of a city but still the humans were there and he was still hunting them. He felt something else too, revulsion. He hated this species, he hated them so much, they were like a disease. He moved closer to them and started his attack, he clawed at them, bite them and tore them to pieces and he loved every minute of it.

"No!" Dr. Connors yelled out in his sleep, sitting up sweat poring off his skin.

"Curt? What's wrong?" His wife asked sleepily.

"Nothing...just...nothing." Curt said in panting breaths. "Just go back to sleep." He walked quietly to the bathroom. It wasn't far so even in the dark he could find it. He gently closed the door and turned on the light. He turned on the tap of the sink and began to splash water over his face.

He leaned against the sink slightly since he couldn't put all his weight on it with just one arm. 'I think I've been spending too much time in the lab.' He thought. He was about to turn the light off but a sudden pain shot through his body. He tried to cry out but the pain was so much it prevented him from doing so. There was a sickening sound and he noticed his right stump was moving.

No, not moving...growing. In a matter of minutes his missing arms was re-grown. The pain was gone and he looked at his new limb. He felt it with his left hand. He had sensation in the new limb, in fact it was just like his old one. It was perfect.

He saw his lab coat and pulled out the safety pin that kept the right sleeve up. He put on the coat and looked at himself in the mirror. He looked like he had before the accident. He smiled to himself. It had worked after all, his entire life's work wasn't in vain, and he had done it.

He was about to surprise his wife when the pain was back again. He bent over and clutched the sink. "What's going on?" He grunted out. "W-what's happening?" Then with his head down he saw something that terrified him. His hands were turning green! In fact he was actually GROWING scales! "Oh God no." He whispered.

He looked up and in horror watched as his body grew and began to reshape itself. He couldn't turn away as he grew a few feet, the scales growing more rapidly, the sounds of bones and muscles reshaping was a horrible thing, and worse yet he felt his mind begin to fog over, like he was losing himself.

Then he felt 'it'. Another presence in his head it was forcing itself to the surface and what he felt truly terrified him. As his mind slowly faded away he was still watching and feeling his body change. He felt the long tail grow out form him tearing free of his pants. He saw claws grown on his hands and his face change. All the hair was gone and a snout was forming with teeth sharp and pointed. His eyes were the last thing he saw.

They went from his blue to a colder and reptilian brown. Then he was gone and something else had taken his place in the world. The newly 'birthed' creature gave a low growl and then it roared at its new freedom.

"Curt! What was that? What's going on?" Martha called from the bedroom. She was awakened by a strange sound that had jolted her awake. She turned on the lamb by the bed. "Curt?" She asked worried. Then suddenly like out of a nightmare the door to the bathroom was torn to pieces. She screamed in shock and then in horror to what she saw.

It was a giant lizard creature. It moved towards her and she was paralyzed in fear she thought it was going to attack her then it stopped moving and just looked at her. She didn't know what was going on or where Curt was. She was just hoping that this was just a bad dream, that she was asleep. Then she noticed something.

The creature was wearing Curt's clothing. She didn't know what this meant, but she looked at the creature now, it seemed like it recognized her but it looked like it was trying to figure out from where. "C-curt...is that you?" She nearly whispered.

The creature growled and made to leap at her but instead it leapt over the bed and then out the window. She ran to the window and saw it disappear into the night. He sank down to the floor with a feeling that something truly horrible was happening to her family...and worse...that she was slowly realizing that this wasn't a dream.

As for the man that was Curt Connors, once respected scientist and family man...there was only the creature that would become known as The Lizard remained.

* * *

**NEXT UP CHAPTER 36: THE CURSE OF THE LIZARD PART 3**


	36. Curse of the Lizard Part 3

Red Witch: Bayville high, Bayville sewers, and maybe just Bayville in general.

Joseph McKinley: It said that he didn't use it, so no it's the canon Lizard I'm using.

Episodic: I'm not sure if I got it or either it just got in after I just posted. Well I still hope to surprise you with how this works out.

A Bleeding Rose: Always nice to hear from new reviewers and I'm glad you're liking this story.

Ivan Alias: Glad you liked those parts and I thought about that thing with two 'Curts' but then how would the Brotherhood know it was him? Well I'll think on it.

Sparky Genocide: Yeah I figured that would be funny (maybe a little foreshadowing too) and this arc will be a in 4 parts so first it will be Peter one on one, then the team.

celtcath74: I'm glad you like my humor and as for Amanda, yeah I figured Peter deals with enough in his life too, so I like to give characters like him a break every now and then.

oceanbang: Glad you enjoyed the teasing and I'm thinking about making them a couple. As for Rogue getting a little jealous keep in mind the MJ and Peter do have history together, not romantic but still, and some girls can be a little protective to their boyfriends, and vise-versa.

Kaliann: You actually got permission? And if you thin this is long now, I'm trying for 100 chapters at least.

The Uncanny R-Man: Actually Osborn was referred earlier I just put more emphasis on it this time around.

Morlin: Spidey will face him on his own first then the team.

Lord Destroyer: Well for a Spyder/Jamie romance, I'm toying with the idea but nothing solid yet. As for Peter helping out Amanda's father, that was basically the idea I had, but I'm not planning on killing Connors, he's too good a character to kill off.

X-Over: No Magneto involvement just yet, he's busy doing something else.

slickboy444: Spider-man's getting involved in this chapter, and you know there will be drama buddy.

And thanks to: psychobunny410, Proponent of EVO, Mark C, ldypebsaby, Damn-my-name-was-taken, Jaguar, Sweegy

* * *

**SPIDER-X  
**

**CHAPTER 36: THE CURSE OF THE LIZARD PART 3**

All the X-Men slowly walked into the Kitchen for breakfast. Logan had taken it upon himself to give all the students morning training sine they wouldn't be back to school in two more days. The X-Men got the honor of going first, at six am in the morning. Peter had spent last night patrolling a little and made the mistake of being out till one in the morning.

He had lost track of time but thankfully since there was no school he wasn't busted, but after only five hours of sleep and then Danger Room for an hour he was wiped. He managed to drag himself to the counter and then just fell face first onto the counter debating if he should get something to eat or just fall to sleep right there.

"Hey man you alright?" Evan asked putting some orange juice on the table as he then went to get a bowl. Peter just muttered something unintelligible.

"Like how late did you et back last night?" Kitty asked him. Peter held up a hand with one finger raised. "One in the morning? God no wonder you're like dead on your feet."

"Peter you really should have thought ahead." Scott told him. "By now you should have known Logan would have gone for an early morning training session."

Peter managed to lift his head. "I forgot." Then he yawed and tried to get up and slowly walked like a zombie to the cupboards looking for a few waffles to cook up and then maybe some coffee to help wake him up.

"Peter have ya thought about takin it easy with tha Spider-Man thing a little?" Rogue asked seeing the shape he was in.

"Believe me Rogue, if I had known about today I wouldn't have gone out last night and went to bed early, plus web swinging is a nice way to relax." Peter said shrugging.

Spyder and Jamie walked in then and started to get their own breakfast. "Why aren't you two with the New Mutants in the Danger Room?" Evan asked them.

"Because unlike you high school guys, _we've_ still got to go to school." Spyder said. You would tell she didn't like it.

"Man you're lucky then." Evan said to her.

"Please, I mean I'd rather be in the Danger Room." She said to him grabbing the milk from the fridge.

Jamie and a few multiples of himself were already setting up his breakfast when he threw in his own two cents. "Yeah, I mean the Danger Room is fun, plus after it all you guys get the rest of the day off now."

"I didn't think about that." Spyder muttered then she reached for the last muffin on the counter but Kurt nabbed it first. "Hey I wanted that."

"Too slow." Kurt said grinning he was about to take a bite when he heard a whimper and looked to see Spyder giving him huge gray puppy dog eyes and had her bottom lip out. "I'm not giving you zhis." He told her but when her bottom lip started to quiver he broke down. "Fine here." He said and muttered a few words in German.

Spyder then quickly change to a happy faced girl like nothing had happened. "Thanks." She said brightly and took a bite out of the muffing.

Kurt looked around and Peter laughed. "Looks like she got you with that one buddy."

"Oh my God." Jean gasped. The others looked to her as she came over and put down the front page. "It says that one of the teachers at Bayville disappeared last night."

The others looked at the paper. "Peter don't we have a class with Dr. Connors? I mean what happened to him?" Kitty asked him worried Connors was one of her favorite teachers.

"I don't know." Peter said reading the article. It said there was damage to the home and there was a line about some kind of creature too. "Hey check this out, sources say that Martha Connors was in her own words attacked by a large lizard like creature, is this the same creatures that are said to have attacked Bayville High? Police are denying this." Peter read off.

"You don't like think Forge forgot one of those things do you?" Kitty asked everyone.

"I hope so." Muttered Kurt. He really didn't like that last time he had seen those things and wasn't looking forward to another encounter.

Scott got a concerned look on his face. "I think I should tell the Professor and see if we can get Forge over here to see if he did miss one."

Peter on the other hand had another idea. He waited until Scott and Jean were gone then he went to Kitty and Kurt since he might need the both of them for what he had planned. He found the two and told them to meet him in his room. Peter went through his things and started looking for something he remembered.

"Got it." Peter said pulling out box in his closet.

"Got what?" Peter jumped at the sound of Kurt's voice and saw both him and Kitty in his room.

"Hey guys, close the door will you?" Kitty closed the door and Peter pulled out some articles he had saved over the years. "Guys, I remember reading about Connors before, he was experimenting in a way to re-grow human tissues."

"Yeah like I remember that." Kitty said. She also liked to keep up with the science world as well as Peter. "But what does this have to like do with Dr. Connors?"

"Well he was experimenting in finding a way to blend certain traits of reptiles that can re-grow lost limbs and put it into humans, in fact I think that was what he was working on in that accident, the one that took his arm." Peter explained.

"Vait, you zink zat lizard creature vasn't vone of zose zings that came from Forge's machine, but might be from Dr. Connors' research?" Kurt asked him.

"Well you got to admit, I'm pretty sure Forge did all of those creatures, I mean they're not exactly subtle and we would have heard if any of them were still running around before now." Peter said explaining his reasons. Both Kurt and Kitty had to agree it sounded somewhat reasonable.

"So like how do we find out if he did do this?" Kitty asked him.

Peter pulled out his camera from his desk then looked at them. "We go looking, if there was anything to do with Dr. Connors research it will be in his house."

"But vhat if his family is still zere?" Kurt asked him.

Peter shrugged. "I guess we play it by ear, plus if your home was attacked by a giant lizard creature would you still be in it? They might have left it for a few days, plus there was supposed to be some damage so I'm guessing they might not be there, so are you two in?"

Kurt wasn't so sure. "I don't know...shouldn't ve tell the others?"

"Kurt all we're like going to do is just look around if we can, we may not find anything." Kitty told him.

"Right plus if we get into a tight spot then that's were you come in." Peter said. "We could use someone to get us out of there and far away quickly." Kurt still wasn't sure about this but he wouldn't abandon his friends so he reluctantly agreed.

**LATER**

The three of them were on the Connors' residents block. It was a typical residential area with simple two story homes, a few with the cliché white picket fences, the typical America family values kind of neighborhood. But when they got to Dr. Connors' home they saw one of the windows were covered and the place looked deserted.

There were no sighs of anyone there, but then again his wife could be out.

"Alright guys lets try the basement first." Peter told them.

"Vhy ze basement?" Kurt asked him looking at the place.

"Well unless using the attic the basement is the most likely place to keep all your stuff, like lab equipment." Peter told him. "I mean that's where I kept a lot of me Spider-Man equipment and the little lab to make my web fluid at my old place."

Kitty shrugged. "I think he's got a point, and I mean no one would see us in the windows from down there." She pointed and they saw that the only windows were covered up. "Plus it looked like he was keeping those windows covered, so it stands to reason he was keeping something secret."

Kurt nodded. "Alright." He looked around for a place to port them and found a nice little spot by a tall hedge. After making sure no one was looking thanks to Peter's spider sense they ported in. When they got there they were in complete darkness.

"Great now we like can't see." Kitty muttered then she heard rustling cages. "Ah! Like what is that!"

Kurt hushed Kitty. "It's just some cages vith animals...I zink."

"You think?" Peter asked.

"Vell...you'll see." Thankfully Kurt's excellent night vision he found the light switch when he turned it on Peter had to quickly cover Kitty's mouth as she let lose a scream at being right next to a lot of lizards and reptiles.

"What's so strange about these?" Peter asked taking his hand from Kitty's mouth. Kurt pointed to a couple of cages and the Kitty and him looked closely at them. They looked kind of like mice only they weren't. They looked like lizards too.

"Whoa...is anyone else getting a Dr. Moreau vibe here?" Peter asked and the others nodded their head. Kitty looked around the makeshift lab for anything to explain what was going on while Peter looked at the blackboard. He wasn't sure but he was certain this was some kind of formula for a biological bonding agent of some kind. He got his camera ready and took a few pictures of the board to get it all, and then a few things around the lab too.

Kurt ported around the upper floor looking for anything else but didn't find anything. When they were all back together again they heard a noise and froze. It sounded like a car pulling up and the three teens looked at each other wide eyed. They heard the front door open and footsteps.

"Kurt get us out of here!" Kitty whispered.

"Wait." Peter said and grabbed one of the small cages with the mice/reptile hybrid. "Maybe Mr. McCoy could use one of these to study from." He explained and the three of them teleported back to the mansion. Meanwhile upstairs Martha Connors sat down at the kitchen table trying to make sense of her life.

When that...that thing had gone out of the bathroom she hadn't been so scared in her life. She had been shaking for hours and even right now her hands still shook at the memory. She knew what had happen thought. Curt and his damn experiments...there was no other reason.

She didn't know how but she knew that thing was him. She knew he must have used himself as a test subject. 'But for god's sake why?' She wondered. She pushed back her brown hair from her face, she had spent over an hour crying before she had called the police. She had told them that Curt was missing, if she told them of her thoughts then they might hunt him down and kill him.

He may have been changed...but somewhere in there was the man she loved, she was sure of it. She still didn't know what to do though. She had just dropped their thirteen-year-old son Billy at school and hus just drove around thinking. She wasn't a scientist and she didn't know how to fix this. She placed her head in her hands and started to cry thinking of how she may never get the man she loved back.

Back at the mansion Peter went to develop his film while Kitty and Kurt took the cage to Mr. McCoy's lab and to get the adults. After awhile he got the pictures finished and Peter found everyone in Hank's lab. All the adults were there and Hank was looking at the creature with pure scientific interests. "Remarkable." He kept on saying taking a few notes.

"Mr. McCoy I think you would want to look at these." Peter said and spread the pictures in order so they make a larger picture of the black board with the formula on it. Hank stared at the studying the formula and copying it down on paper.

Xavier came over to Peter. "Well first off Peter I'm glad you found something to go on, but why didn't you come to us about it like you should have?"

Peter felt a little uncomfortable. "Well...I just wasn't sure, I mean what if we went there what would we say? Hi we're all mutants and we were wondering if your husband has been playing mad scientist and turned himself into a giant lizard? What if I was wrong about it then?"

Xavier thought about it. "I can see your point but you STILL should have come to us."

Peter sighed. "Yeah I know...it's just...Dr. Connors is someone I look up to, and I just wanted to make sure myself that he wasn't in any trouble. I'm sorry Professor, I guess...I guess I still got a few things to learn."

"Oh my stars and garters!" Hank exclaimed. Everyone turned to him. "This is incredible! Absolutely brilliant!"

"What is it?" Logan asked him.

"This formula has the ability to bond together genetic material of completely different species together, I thought that would have been impossible but here it is." He said looking at the pictures.

"You think that you might figure out a way to reverse it?" Peter asked him.

Hank thought about it. "It could take awhile, I mean I'll have to run tests and such before I know for sure."

"Do it Hank." Xavier said. "If that creature described in the papers is a result of this then we may have to stop it. Something like this could be dangerous not only for the public but could also lead to the exposure of mutants to the world, and a rampaging monster is not how I would like us to be viewed by the world."

Hank got a grim expression on his face and started to get to work right away. He knew he was running against the clock and he would have to hurry.

**LATER THAT NIGHT**

Peter was in his Spider-Man suit going to the high school. He figured that Dr. Connors might have left some of his work there too. It was a long shot but he might find a few notes or something, but since it was late he figured the work crews would be getting out and no one would be there, so he would have the place to himself. He just hoped that Beast could make sense of what they had managed to get from his basement.

While he was getting to the school Principle Kelly was just getting out. He had to come in late because of a problem with the repairs and had to talk to the foreman. Some of the supplies were getting late so now he had to consider pushing back the reopening of the school for yet another day. He made his way through the now empty parking lot going to the only vehicle, his own car.

He wasn't the only one in that area either. Eddie Brock was also looking around the area, after his pictures of those creatures he had been told to find out more about those things and now was the perfect time to look around the school for any clues. He knew there were some strange things going on in this town and he was going to find them.

Meanwhile Kelly fished out his keys and opened the car door, he was about to step in when he heard something from a hedge nearby. "Who's there? Show yourselves!" He said sternly thinking it was another group of kids trying to spray paint the school again. Ever since the creature incident a few kids had painted things like 'Monster High' on the outside of the school, and Kelly was fed up with it.

"I know you're there so come on out!" He was about to go over there but then a growl started up and it was from something a LOT larger then a dog. Kelly backed away slowly. "Never mind, go on doing whatever it was you were doing." He said scared about what he had heard.

Then suddenly something leapt over the hedge and right onto the hood of his car. It was an enormous green-scaled lizard creature in tattered clothing and a menacing glare in its reflective eyes. It crouched and growled at him and Kelly could do only one thing. He screamed like a girl and ran for it.

Brock had heard the scream and ran to the parking lot, he wasn't far and in the streetlights he saw a man with brown hair, in a suit with glasses running for his life from a giant creature. The man was screaming 'don't eat me' over and over as he ran. Brock knew this wasn't the same creature as the other ones, but it was still news.

The creature leaped high into the air and landing in front of the man. The man fell onto his back looking up in terror at the creature. Brock took the opportunity for the picture and set the flash on, he took a picture of the scene and he realized his mistake with the flash too late as it caught the attention of the creature.

It hissed at him as it glared at Brock. So Broke took one last flash picture temporarily blinding the creature as it covered its sensitive eyes and Brock took off running. Kelly also took this time to run off, and the Lizard was momentarily confused as to which prey to go after but it decided to go after its first target.

It turned to face to direction Kelly ran off to and was in the process of going after him when something slammed into its side sending it flying a few meters on one direction in a heap. It snarled at this new attacker and scrambled quickly to a crouching position.

Spider-Man was thankful he HAD decided to go to the school cause then he wouldn't have met this...well...thing. From the looks of it, being half lizard and half human, it was most likely it was connected to Doc Connors in some way. Peter just hoped the thing hadn't have eaten the good doc or something, and from the claws and teeth the thing had it looked quite capable of doing that.

"Great." Muttered Peter looking at the thing as it started to circle him as it was looking for a way to start a good attack. "Where's the Crocodile Hunter when you need him?" At that moment it leaped at him with greater speed then Peter had thought for something that large and bulky looking.

Peter back flipped on the car behind him on the roof as its claws tore through Kelly's car. It tore the door off then twisted its body thrashing its tail onto the roof of the car. Peter jumped and twisted in the air landing to face the creature and saw the huge dent now in the car.

"So let's recap." Peter said to himself. "He's fast, agile and strong too...well that's just perfect." He said sarcastically. The Lizard leaped at Peter again and he continued to doge it the best he could, but it took all his spider sense, agility and speed trying not to get tore to pieces by the things claws or teeth.

At one point Peter got hit by the tail, he managed to block the shot to his ribs with his left arm but the force of the blow sent him flying into the wall of the school. He looked up in time to see it coming at him, so Peter leaped high up into the air and onto the wall and then flipped himself to the roof. Now Peter had only faced a few super powered people in his short career but this Lizard creature was the most unrelenting thing he had ever faced. "Well I guess I'll take the high ground for this battle."

The Lizard looked up at him then leaped onto the wall and used its powerful claws to dig into the wall and started to climb up. "He can climb too! Now that's not fair at all!" He leaped back as the Lizard quickly got to the roof. Peter checked his web shooters. "Well it's looked like I finally get to test out my new shooters in the field." He said to himself and fired his stingers.

The Lizard dodged most of them but a few hit the arm, but they just bounded off. "Great, his hide is like armor, so much for using stingers." The Lizard charged at him jaws wide so Spider-Man shot his impact webbing right into the jaws. The webbing expanded keeping the jaws in an open position.

"There that should keep you muzzled scalely." Peter said looking at the thing thrash its head trying to shake free the substance. Then it started to claw at the webbing cutting it up and ripping it apart. "Ah crap." Peter said under his breath seeing the Lizard free its mouth with only a few strands of webbing in its jaw. It growled at Peter and he knew if it was angry before NOW it was pissed.

It leaped at Peter but it was too close for him to dodge even with the advanced warning and was on his back looking at the jaws of this creature as it was about to literally bit his head off. It dug its claws into his shoulders and Peter grunted in pain but he still put his arms up and braced them against the front of its neck preventing it from getting close enough to his face.

Peter thought back to how he'd seen some of the other students watch the Discovery Channel on reptiles and how they said how cool it was because they were showing how professionals took down large reptiles. Peter hadn't thought it interesting and had left. 'Smart move Peter, mental note; from now on watch more Discovery Channel!' He thought to himself. He managed to move his legs to the torso of the Lizard and sticking to it he kicked out sending the thing flying off of him.

Both of them quickly got up and stared at each other sizing the other up for the next round.

Then both combatants turned to the sounds of sirens in the distance and the tell tale lights of police cars. Kelly had managed to get to a phone and had called in the police. The Lizard growled in frustration at having his hunt interrupted but it knew enough when to run and when to fight.

It ran to the ledge of the building and Peter tried to catch him but it thrashed its tail at him and knocked him down. Peter managed to get his hand up and fired one of his spider tracers at the white lab coat it had on him.

Peter saw that the police cars were getting too close and decided to make himself scarce. It wasn't hard to get out of there with no one seeing him and when he was clear out of sight he reached for his belt and pulled out the little tracker attacked to his belt. He saw that the Lizard was moving fast and decided to go after him.

After five minutes he landed on a building that was near the last place he had seen the tracking device was going. He looked around but saw nothing, so he pulled out the tracker again and if he had built it right (which he was sure he had) and it said he was pretty close, then the signal stopped.

"What the?" Peter shook the device and swatted it a few times. It still had power and it seemed to still be working so that would mean that. "Ah crap the tracking device." He went to an alley that was where the lost location of the tracking device was before it was gone. He looked around but couldn't find it.

"How the hell do you lose a seven foot walking lizard in tattered clothing?" Then Peter noticed and opened manhole cover. As he bent down he saw claw marks on the ground and the cover. "Unless it goes into the sewers where all that metal would interfere with a tracking device...great." He said darkly.

Without a clear signal he wouldn't be able to track him, and not to mention getting lost in a sewer wouldn't help matters. Since the Lizard had a good five minutes head start it was unlikely he would find him anytime soon. "Well...this sure had been a great night so far." He sighed. "I better get back and tell them what I found, I doubt I would find anything tonight at the school, especially with it crawling with cops."

Peter swung off back to the mansion, trying to ignore a few scrapes, bruises and a couple of thin cuts on his shoulders by that thing. Luckily they weren't serious but he knew his Aunt and Rogue wouldn't like the fact he came home looking like that.

Well, unless Rogue would look over him while he got fixed up wearing a nurse uniform, that would make his night. The thought made him smile under his mask as he got back to the mansion and filed that fantasy away for another time.

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**NEXT UP CHAPTER 37: CURSE OF THE LIZARD PART 4**

This should be the last part of this arc. Also I'm thinking of starting up a C2 thing, anyone interested in joining? I'm not sure about starting one until I know there are some people who want to join up. PS. For those of you that skip author's notes, until there are more reviews for Exiles, I won't update Wanda's Thoughts.


	37. Curse of the Lizard Part 4

Joseph McKinley: I guess you knew where I was going, yeah you'll see a little of those guys in this. Right now I'm just toying with the idea of a C2, I'm still trying to think if it's a good thing or not.

Booyah: Well that would put a stain on his family life so no I won't do that. I want to stay true to the comics a little with this and 'cure' him but it might only be temporary. But they will get a new ally out of this.

Mark C: Thanks for pointing that out to me, I got it right the first time in the last chapter I don't know what happened. Glad you liked the other stuff too and there's more action yet to come in this chapter.

Ivan Alias: I always try and listen to suggestions, and for some reason I actually liked doing this action scene, normally I leave it to last but I skipped ahead to do it which was a first. Plus I can't picture Spider-Man without the one-liners it's a must.

Sparky Genocide: Well I wouldn't know about that, like I said in reviews to Ghostbusters Inc. (Which I would prefer if you put it back up in the script writing section) I've never seen shows like Inuyasha. Sorry no more Lizard and Kelly.

oceanbang: Well I got a lot more coming as for Brock let's just say he'll still be around and yes Peter and the X-Men will face off against The Lizard. If I do make one I send you an e-mail or something.

Kaliann: Keep it straight? I didn't make it complicated or something did I? I hope not. Plus if you got free time try some of my other stories too and I got one more cross-over called The New Teacher only in the comics.

The Uncanny R-Man: Yeah I'll see if I can fit that line in somewhere. Glad you like the Kelly part and I do admit she would look good in that kind of uniform. You thought it was reminiscent of the cartoon? Huh, maybe because when I thought up the action scene I was thinking of how he moved in the show.

Lord Destroyer: Yeah, I really wanted to drag this one out. Crocodile Hunter is more current so I chose him, and I think he is really starting to like her.

X-Over: Thanks I fixed it, and you'll see a little of the Morlocks in this chapter.

slickboy444: Sorry I'd like to have Lizard eviscerate Kelly too, but he'll be needed as a jerk later on. I update as fast as I can, but I got a few other projects too.

And thanks to: daveykins, Morlin, Red Witch, Karakin, malciah, psychobunny410, ldypebsaby, A Bleeding Rose

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**SPIDER-X  
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**CHAPTER 37: CURSE OF THE LIZARD PART 4**

When Peter got back to the mansion he was right about his Aunt and Rogue concerned about him. Well Rogue looked both concerned and pissed at him at the same time, something only she could pull off. But Beast patched up the few scratches on is now _really_ aching shoulders, since web swinging involves a LOT of strain on the shoulders and now his shoulders just plain hurt now. As Hank fixed him up he told them of his encounter.

Hank thought listened with interests with Peter's description of the creature. "Hmm...interesting...I must have been a person who had taken the doctor's formula."

Peter thought about it, it had to be. He remembered the transformed mice in the lab. "But who would the doc try that on? I mean he was trying to...oh crap." He said as he remembered what Dr. Connors was working on. "I...I think that thing I fought...was Connors."

Hank looked shocked at this. "What makes you think that?"

"Well...he was working on a way to re-grow lost limbs by bonding certain traits of reptiles. Hank...he lost his right arm in an accident, what if he tried the formula on himself? I mean who else would he test that on?" Peter told him not liking any of what he was saying...but he knew it made too much sense not to be true.

Hank was thinking along the same lines and Peter. "You mean that man turned himself into that creature?" May asked him. She had been sitting in one of the chairs listening in. "That poor man."

"Hank, have you found anyway to reverse it?" Peter said to him hoping that he had an answer.

Hank shook his head. "I have a start but I would need access to his lab and all of his research notes...or it could take months or even years for me to find a cure."

Peter looked defeated at that moment. He knew that they had to stop the Lizard creature that was once Doctor Connors before he harmed anyone but what would they do with him when they found him? Rogue saw him and sat down next to him and placed a gloved hand gently on his arm. "Ah'm sure things will work out." She said to him trying to lift his spirits.

Peter thought about what Hank said and he had an idea...but he wasn't sure how well the others would take it. "Hank...I think I got an idea but...you might want to get Xavier, he'll want to hear this." Hank wasn't sure what he had planned but he knew it might not go over well.

An hour later after Peter changed out of his Spider-Man uniform and into some normal clothing he went to Xavier's office. Hank was there and so was Ororo but so was Logan. He gulped at Logan's presence since Peter knew he wouldn't like this idea but it was the best thing he could come up with.

Peter sat down nervously, he knew he was about to ask a lot of them, but a man's life was at stake and he hoped they would see it his way. "Alright web-head, what's this idea of yours?" Logan said sternly. Peter told them his idea and the reasoning behind it thankfully Xavier was able to keep Logan under control enough for Peter to finish.

"Are you nuts?" Logan shouted. "We can't do that!"

"It might be the only way." Peter said to him. "I mean how else will we have a chance to save him? Besides she might already know that her husband is that creature, I mean she did see it and I guess it was in her husband's clothing too. The fact she hasn't gone screaming to the papers saying her husband turned himself into a monster might be enough reason to think she can be trusted and if we save Dr. Connors I know he'll keep it secret too."

"Kid I know you want to help the guy but you can't expect us to-"Logan was about to go on but Xavier interrupted him.

"Logan that will be enough." Xavier said calmly to him then turned to the other adults. "Hank, Ororo what are your thoughts?"

Ororo went first as hank thought it over. "If we can help this poor man I say we should try."

Hank sighed. "I know what it's like to try and find the answer in science only to have it go horribly wrong on you, if anyone knows what he must be going through I would...we need to help him Charles...I need to help him out of this, he doesn't deserve to live like that and I need access to his lab." He pleaded with Xavier.

Xavier steepled his fingers together and closed his eyes as he thought about Peter's proposal. It was risky but then again how could they just let Connors run lose like that? And what if the authorities caught him? He didn't like the end results of either of those and he knew if they could help him they should. "Alright tomorrow morning we'll go with Peter's idea."

"You got to be kidding me." Logan said astonished. "Ya can't mean that?"

"I do Logan." Xavier said sternly. Logan gave a small growl of frustration and walked out the room. Xavier turned to Peter. "I hope this all works out also...I think it wise if you stay clear of Logan until he calms down a little." He said with a small smirk.

Peter looked nervously to the door. "Uh...I think I'll turn in early." He said getting up and ignoring the small smirks at his comment. "Professor...thanks for doing this." Xavier nodded his head and Peter left.

Xavier turned to Hank and Ororo. "Will one of you get Ray, I need to talk to him." Both Ororo and Hank exchanged confused glances to each other not knowing why Xavier would want to see Ray but they both went in search of him. Fifteen minutes Ray entered the room.

"Uh...you wanted to see me?" Ray asked slightly nervous. 'Man I hope this isn't about the prank on Rahne and Jubilee.' He thought.

Xavier had 'heard' that and decided to look into that later. "Ray I know you asked me to keep the secret of the Morlocks but something has come up."

"What has?" Ray said now serious. He didn't like the sound of this. When Xavier had found him and asked him about where he had stayed he at first avoided the question but at Christmas Ray wanted to see his old friends in the Morlocks and had to tell Xavier were he wanted to go. He told him everything he knew about the Morlocks and Xavier agreed to keep it secret.

Xavier told him about Dr. Connors and what they believed had happened to him and that Peter had lost him in the sewers. "Ah crap! You mean there's a monster in the sewers? What if he runs into the Morlocks? I mean they got a guy that can sense other mutants but if this is some freak accident he might not register and could walk right into the Alley."

"I know Ray, that is why when we go after Dr. Connors I need you to take the X-Men to the Morlocks, they need to be warned and they know the tunnels better then us and could help us out." Xavier told him.

"Oh man." Ray groaned. "Callisto is going to freak over this, I just know it."

**THE NEXT DAY**

Xavier, Hank who was wearing a holowatch to look like his normal self along with Peter and Jean were driving to the Connors' residence. "You think she'll let us help?" Jean asked then from the driving wheel.

"I think so, I mean we're the best shot for getting her husband back." Peter said trying not to shrug since his shoulder still ached from last night. Jean gave him a glance but didn't comment on that, she just hoped he was right, but she guessed that was why Xavier and her were here, if she didn't and wouldn't keep their secret they would just erase her memories of their visit.

They came up to the house and saw a car parked in the driveway so they knew that Martha Connors was still at home. They all went to the front door after helping Xavier out of the vehicle. Peter rang the doorbell and they all waited. Not long the door opened to reveal a woman nearing middle age, with brown hair and yet still attractive. But her face had bags under the eyes and she looked like she had been crying earlier.

"Yes, can I help you?" She told them. They could tell she was under a lot of strain at the moment.

"Uh...Mrs. Connors? I'm Peter Parker one of the students at Bayville High, Dr. Connors is one of my teachers, and I heard what happened." Peter said to her.

"Well that's kind of you...you're the only one of Curt's students to visit." Martha said to him.

"That's not the only reason we're here...you see...we know what _really_ happened to him." Peter told her.

"W-what are you talking about?" Martha said getting extremely nervous about this.

"It is all right." Xavier said moving up to her slightly. "We are here to help, in fact we may be the only ones that can save your husband."

"H-how?" She asked him. For the past two days she had been trying to hope that there was some way to save him and suddenly these people had just appeared out of nowhere to help her. She was still a little concerned but she needed to get Curt back more then anything, so she would listen to what they had to say.

"May we come in?" Xavier asked her. "I don't think this is kind of the stuff we should discuss outside."

"Oh of course please do." She said and stepped back from the door and kept it open. After they got Xavier's wheelchair over the slight rise that the door was on she led them to the kitchen. Xavier did most of the talking. He explained that they were in fact mutants and that they weren't like other people. He explained the X-gene and what his school was for.

He also explained Peter's unique traits and how he was given powers through an accident. At first she didn't really believe them but when Hank turned off his holowatch she nearly fainted at the sight of him. But after a few minutes she started to come over her fear. He wasn't as frightening as the Lizard creature that she knew Curt had become.

Peter explained how he had been trying to find out about Dr. Connors and had used Kurt and Kitty to get into her home. He apologized about that but he explained he was trying to find some answers.

"So you see we have come here to help." Xavier finally finished. "Hank has already made some progress with what Peter was able to find, but he needs access to your husband's lab in order to find a way to cure him."

Martha looked hopefully to Hank. "Do you really think you can help my husband Mr. McCoy?"

"I believe so madam, if you let us help." He said to her in a calm and caring manner.

She stood up suddenly. "Then please come this way." She led Hank to the door to the basement but stopped. "I-it's down there...I...I haven't been down there ever since...since that night."

Hank put a hand on her shoulder seeing how upset she was getting. "It will be alright. We'll save him."

She looked at Hank with tearful eyes. "Thank you."

Hank stayed behind as he began to look through all of Dr. Connors' work and he would keep in contact with them and tell them the moment he had something. The others had returned to the mansion ready to wait for Hank to tell them what if or when he would have something for them.

It was a long and agonizing wait too. It was already three in the evening and yet there was no word from Hank. Most of the students were still enjoying the time off school while they could but the older kids were another thing all together, especially Peter.

He was in the living room just killing time waiting for Hank to call up. "Ya look like ya could use somethin' ta take your mind off things." Rogue told him and she entered the room. She saw him laying on the couch looking up into the ceiling.

Peter smiled kindly to her. "You got anything in mind?"

She smirked and tapped his feet to signal him to move them so she could sit down. He happily obliged her and he sat up and she sat down. "Ya look like ya got the weight of tha world on your shoulders."

Peter sighed and leaned his head back. "It feels like it at times...I just don't want to fail him Rogue...I can't just let him live out his life like that."

She placed a hand on his arm. "Ya don't have to feel responsible for this ya know?"

"Yeah I know...but I just can't let it go."

"Ya got a real hero complex don't cha?" Rogue teased him.

"I though girls like the knight in shining armor thing? You meant they don't? Damn I wasted my life." Peter joked and Rogue rolled her eyes but she was also trying to keep herself from laughing. Peter got a little more serious then. "I am sorry about all of this though...I wanted to take you out for a movie tonight."

"Really?" Rogue asked him then she shrugged. "Well ah guess ah can't blame ya for not doin' that since we do gotta help him...but maybe when all this is over we could."

Peter smiled. "I'd like that."

Back at the Connors' residence Hank had been working none stop over Curt's work. Martha Connors came down to see how he was doing. She was carrying a tray of some food. She had gotten over the fear for the most part of the basement and she had to admit that she knew that Curt and Hank would get along. They were so similar in their passion for their work.

"Mr. McCoy I brought you something to eat."

Hank turned from his work to look at her. "Why thank you, and please call me Hank, Mrs. Connors."

She smiled at him. "Only if you call me Martha then." She was silent a moment then she had to ask him. "Have you found anything?" She asked him hopefully.

Hank nodded. "Yes I have a prototype of a reversal of the formula in the centrifuge, I'm going to test it first on the few lab mice that your husband changed first. If it works then we'll be able to turn him back."

For the first time in days Martha felt hope. "Y-you really think so?" She was on the verge of tears now and Hank gently put a hand over hers.

"Believe me I'm confident I can find the answer to this, and I won't give up, none of us will." Hank assured her. She had stayed down there watching him work. She wanted to know if this was going to work and as Hank finished the preparations for the antidote she watched as he injected it into one of the altered mice.

At first nothing happened but then slowly the mouse started to change back and soon it was back to the way it was. "It worked!" Martha shouted.

"Yes it did." Hank smiled broadly. "I'll call the others and get more of this ready."

**THAT NIGHT IN THE SEWERS**

Ray was leading the X-Men, Peter in his Spider-X uniform and Logan and Hank through the tunnels. Hank had with him a tranquilizer gun normally used for animals, but in this case it was the only way to safely administer the shot. He did carry a few injectors in case they had to get close to give the antidote but he hoped he did have to use those, from Peter's description getting in close wasn't going to be easy or safe.

Xavier and Ray had also explained before they left about the Morlocks living under Bayville and it was a shock to everyone to learn about that, and that Ray had been one of them when his family had kicked him out when his powers had first manifested.

Also everyone wasn't pleased about walking in the sewers. "Eww, I think a rat just went by." Kitty said out loud visibly disgusted by it.

"Uh Kitty...I don't think that was a rat." Evan said to her. "I don't think they just float like that."

"Then like what was it?" She asked him.

"Your kiddin' right?" Rogue said slightly annoyed. "We're in a sewer, figure it out."

It took a few seconds before she got it. "Oh gross I think I'm going to like throw up." She nearly groaned out.

"Hey this ain't no picnic for me either half-pint." Logan said to her. He always prided himself on his keen senses but right now he wished he didn't have them. He was picking up a lot of nasty smells ever since they got down here and the sooner they got this over with the better. He always hated going through the sewers.

They traveled through the sewers for a few more minutes. "Stop." Came a slightly gravely voice and out stepped out a bold person with slightly greenish skin and seemed to have a permanent frown on his face.

"Hey Caliban it's just me Ray." Ray told him stepping forward slightly. "There's trouble down here, we need to see Callisto to warn her. The others are mutants like us."

Caliban looked at them but stopped at Peter. "He is not like us."

"Uh...well...I'm complicated." Peter said and then crawled onto the ceiling. "But as you can see I'm not exactly human either."

Caliban considered this for a moment. "You may not be like us...but you're not like the humans either...you may pass...Callisto will decide for herself if you are welcomed or not." He walked off without another word and soon it became apparent that they were supposed to follow him.

They soon arrived in an open space known as the Alley. There they saw many mutants that were so physically different there was no way for them to pass as human. "Wait here." Caliban said and moved off.

"How can people live like this?" Jean said looking at the way these people had to live. "No one deserves a life like this."

"Unfortunately they don't got a choice in this." Ray said sternly. "These people only have themselves in this world and each other here. They can't go topside because the world wouldn't accept them and so they're forced to live down here, where no one will see them."

"Out of sight huh?" Logan said gruffly.

"Man...I wouldn't want to end up like this." Evan muttered to himself.

"You have a lot of explaining to do Ray!" Came an angry female voice. They could see a woman in her mid twenties with shoulder length raven hair and an eye patch over her right eye.

"Oh crap I knew she wasn't going to be happy." Ray muttered.

"What was that?" She snapped at him.

"Nothing." He said quickly. "Look Callisto there's this big Lizard guy in the sewers."

"Oh that!" She spat out. "We've met. That thing injured several of my people."

"Does anyone need medical assistance?" Hank asked her stepping forward slightly.

She looked at him not sure to trust anyone from the topside. "Nothing we can't handle." She said coldly then turned back to Ray. "Is that why you broke your oath of silence about us?" She demanded of him.

"Look Callisto there was no other way." Ray tried to explain to her. "They were going to come down here anyway looking for it, and they most likely would have stumbled on to you guys. Besides the Morlocks know the tunnels better then anyone and if you helped us find it, then the faster it will be out of your hair and no one else has to get hurt."

Callisto considered this. She didn't trust topsiders even mutant ones that could pass for human that much. But she did need to get rid of that creature, the sewers were dangerous enough as it were without that thing stalking her people if they left the Alley. But there was one more matter to see to first. She looked at the one with the white and black uniform with the spider symbol. "Caliban told me you're not a mutant, yet not human either...just what the hell are you then?"

"I guess...well...I'm not sure if there is a name for it." Peter admitted. "I mean I don't have an x-gene, but I got powers but they were from an accident of science like the Lizard creature running around down here."

"What do you by like the Lizard creature?" Callisto said sternly to him staring at him intently. Peter explained the circumstances of his and Dr. Connors' powers and that they were once human but through science had been altered to something other or maybe more then just human. "You're telling me that animal was once human?!" Callisto asked him. She had faced that thing once before in the tunnels with a few of her people and it was nothing close to human, it was a pure rampaging animal and she and the others had been lucky to get away without anyone getting killed!

"Look we have an antidote lady." Logan told her getting impatient. "Just point out the direction that the doc was last scene and we'll take it from there."

"Fine it's your funeral." She said coldly. "Caliban can't sense the thing and I'm sick and tired of waiting for that thing to find its way in here and attack us while we sleep." She turned to Ray. "Take them down tunnel five and take the third left, that thing seems to have made a lair there, and one more thing Ray." She leaned in close. "The next time you come here it better be for a damn good reason, especially if you bring outsiders again. I'll over look this one time but don't make a habit of this."

Callisto then stalked off leaving Ray feeling a little relieved. He respected her but he also knew not pissing her off wasn't healthy. Scott stood next to Ray. "Social lady." He said dryly.

"Hey back off Scott." Ray snapped. "She has to look out for everyone down here, so she's a little protective it goes with the job so give her some slack."

"Alright then sparky." Logan said to him. "Lead on then." He led them down past the Alley and through several of the tunnels they came to what looked like and old abandoned subway station. It was dark, dank and a few subway cars in disrepair were about.

"Oh man this is really creepy." Evan said looking around. "Peter picking up any thing?"

Peter shook his head. "No, so either he's not home yet or he's not close enough to be a threat."

Logan sniffed the air and could a strong sent. "Oh he's here...I can smell him." He extended his claws ready for a fight.

"Logan you can't use those!" Peter said to him. "You might kill him with those or when he changes back the wounds might get more serious in his human form." Logan let out a small growl but knew the kid was right so he put them away.

"Alright let's split up, when one group has the Lizard cornered try to keep it contained until everyone or Hank gets a change to use the antidote." Scott said to everyone. So everyone split off into three groups and moved on to search the place.

One of the groups was Ray, Scott, Jean and Kitty. They were between two old subway cars moving slowly trying to watch out for any movement. "Man I really don't like this." Ray muttered. "Is it just me or does anyone else get the feeling we're not alone?"

"Yeah I like know what you mean." Kitty said nervously as she looked through the windows for any sign of the Lizard. "The hairs on the back of my neck are so standing up right now."

"Guys." Jean said slightly troubled. "I think it's near...I...I can feel it...and it doesn't like us being here."

"I did not want to hear that." Ray said to her.

"Where Jean?" Scott said to her putting a hand to his visor.

Jean closed her eyes and placed her fingers to her temples trying to concentrate. It was close she was sure of it, but she didn't sense a human presence, it was something cold and calculating and something that sent a chill down her spine. This wasn't an animal...it was a pure predator. Then her eyes snapped open. "There!" She shouted and pointed and suddenly a shadowy form leapt from the top of the car and slammed into Ray.

He was knocked into the side of the car and he fell dazed and with the wind knocked out of him. With lightning speed it went for Kitty but she phased through the side of one of the cars, but it soon had to dodge a shot from Cyclops. Kitty forgotten for a moment as it centered its attention on Jean and Scott.

Scott went for another blast but it jumped onto one of the sides of the cars and used its claws to dig into it and started to go towards them leaped from car to car so fast he couldn't get a clear shot it suddenly jumped at him and Scott rolled to the left but it sail right past him to Jean who was its real target. Jean barely had enough time to freeze it in the air just far enough so the claws it was trying to slash at her were mere inches from her face.

"Jean duck!" Scott yelled over to her. She did and Scott took a well aimed shot to the creature's back knocking it over Jean's head a several meters away. Scott heard a sound behind him and saw Kitty was dragging over Ray. He turned his attention back to the creature seeing it shake its head and turned its head to glare at Scott. Even in the dark he could make out the ferocious eyes glaring at him.

Jean went over to his side as the Lizard slowly rose up then hunched over and gave a menacing hiss to them. 'Well I think its pissed now.' Scott thought. Then behind the creature appeared Kurt and with him were Spyke and Logan.

"Porcupine! Seal us in." Logan shouted and pointed behind him. Evan nodded and placed large spikes behind them like a cage so the Lizard wouldn't get through. It saw this and knew it was being cornered and looked up and was ready to jump when the top space between the two cars was being covered up fast with webbing.

Peter was on top of one of the cars making a makeshift 'roof' with his webbing. "Oh no, you're not getting out mister, until you take your medicine." Peter quipped at him.

Scott heard more noise and saw Hank and Rogue coming behind them. Hank got the gun out and was looking for a good shot, the first shot missed and the Lizard dodged it and the dart nearly hitting Kurt. "Hey vatch it!" he shouted over.

"My apologies Kurt but he's too fast." Hank said over to him. "Jean if you will assist me?" Jean nodded and reached out and 'grabbed' the Lizard and tried to hold him in place, which wasn't easy since it was thrashing about but she held it long enough to Hank to get a solid hit.

The Lizard roared out in mostly anger then pain at the dark hit him, and then it started to thrash about even more. "I...I can't hold it." Jean strained out and her knees were buckling from the strain. Scott held on to her keeping her standing.

"You can do it Jean I know it." He said encouraging her. She smiled faintly and managed to hold on as Hank loaded another shot and fired. But after the second hit she lost control and it broke free and was now extremely angry. It charged towards them but Logan tackled it from behind.

"Hank how much longer?" Logan shouted of he tried with everything he had to keep the Lizard pinned.

"It shouldn't be much longer." Hank said to him. "I gave him two shots but they were milder then the ones in the injectors." He told him holding one up.

"Then pass it over!" Logan shouted and Hank threw it to Logan. Logan reached up and caught it but with out the arm pressing against him the Lizard was able to twist enough to sink his jaws into Logan's other arm. Logan roared out in pain then stabbed the injector into the Lizard's neck. "Bite this!" He yelled as the injector sent the largest quantity of the antidote so far into the Lizard's system.

The Lizard's eyes widened and it released Logan. He quickly jumped off and saw it spasm suddenly and then it happened. The scales slowly started to recede and its form started to take on a more human appearance. Not long after the Lizard was gone and the form of Dr. Connors was laying on the ground out cold and the right arm once again no longer there.

Hank walked over to him and checked him out. "He's breathing and his heart beat is strong but I'm afraid he won't be awake anytime soon, this transformation took a toll on his body. We should get him back to the Institute and then we should inform Mrs. Connors that her husband is just fine."

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**NEXT UP CHAPTER 38: AFTERMATH OF THE LIZARD**

**See how the good doctors reacts to the mutants and the fact that a few of his students are more then what they seem.**

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**A/N: I'm asking everyone who enjoys this story to help out a buddy of mine. I was wondering if everyone would read and review 'The Itsy Bisty SpiderBoy' by Spadde, it's a really good story in the X-Men: Evolution story. It's another Spider-Man/X-Men crossover and it's really good. Please try it out, and thanks to all of you that do this.**


	38. Aftermath of the Lizard

Episodic: Yeah I remember that episode, they also messed up a few of the colors on a few of the characters too.

Sparky Genocide: Yeah I figured a little inside joke like that would be appropriate for the moment, thanks for reading his reading and leaving reviews for his work.

oceanbang: Glad you found Beast and Peter's humor to your liking.

Kaliann: Thanks, and I will but remember I got several on-going stories right now.

The Uncanny R-Man I left a surprise at the end for you. I'm glad you liked the fight scene I wasn't sure if it was long enough, and I wanted to bring in the Morlocks a littler earlier since I already mentioned them in one of the first few chapters.

Lord Destroyer: I wasn't going to go that route with Callisto and Scott (even though the Callisto in Evo is much better looking then the FOX cartoon) Although I think Callisto is a bit old for Evan, a 16 year old and someone in their 20's is too creepy for me.

X-Over: Sorry no on both counts, the antidote was used to counteract the bonding formula, it wouldn't work on someone else and since the Doc doesn't have an x-gene there's no telling what would happen if a mutant took it. Plus I never really liked Evan anyway so when he changes he's going back to the sewers.

And thanks to: Red Witch, Karakin, psychobunny410, ldypebsaby, Ivan Alias, Mark C,

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**SPIDER-X  
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**CHAPTER 38: AFTERMATH OF THE LIZARD**

Martha Connors was waiting for word of her husband. Their son Billy was in his room finishing his homework. She had been nervous all day and whenever Billy asked where his dad was she covered by saying he was on a trip. She was lucky that he hadn't seen the paper, she didn't know what she had been thinking at the time she told the officers that, but she had been so frightened at the time and she had no idea that her statement would have been leaked like that.

Billy knew something was wrong, he was a bright boy of thirteen and he had a hard enough time fitting in since he was new here and was trying to make some friends. She was sitting in a chair in the living room when the phone rang. She raced to it and picked it up. "Hello?" She asked hoping this was what she was waiting for.

"Martha?" Came Hank's voice and her heart stopped and she held her breath. "We have him and he's fine."

She broke into tears at those words and it wasn't until a minute later when she could speak again. "Oh thank you, thank you. Can I see him, please?"

"Well he's asleep and most likely will be until tomorrow but I think you can come over."

Martha wanted to rush over but then she remembered that Billy would be all alone. "Hank." She said seriously. "I need to bring our son...he needs to know his father is alright...but...what do I tell him? About his father and...about all of you?"

Hank was silent on the other line. "Are you sure there's no one that could look after him?" He asked.

"No, we're still relatively new and there's no one I can call on such short notice and he doesn't have any good friends at the moment. Hank we need this." She pleaded.

There was a muffled sound of Hank talking on the other end and it sounded like someone else wasn't too happy but eventually Hank came back on but his attitude was more somber. "Alright he can come, but you have to understand if he can't handle the truth about us or keep the secret Charles will have to erase his memories of tonight."

Martha knew that they were taking a risk with them so it wasn't like she could complain. "Alright, I can accept that, I'll be right over...and do you think we could stay until he wakes up? I just...I just have to be there when he wakes up."

"I think something can be arranged." Hank told her and she thanked him and the others again he hanged up the phone and went to Billy's room. Her son a boy of thirteen with light brown hair like hers but had his father's blue brown eyes. He was on his bed listening to some music with some headphones, he noticed her and sat up and took them off.

"Hey mom...is something wrong? You look like you were crying." He asked her. Ever since his dad had disappeared he was afraid his father had left them. But he was surprised when she smiled. It was the first one he'd seen in days.

"Actually we're going to see your father." She told him.

Billy bolted up in bed. "Really?" He said excitedly. "Where's had he been? What's been going on?"

"I'll explain everything on the ride over, but get a change of clothes and your school work. We'll be spending the night hopefully but in the morning you'll go to school."

"Alright." He said slightly confused but he got his books and stuff in one bag then he grabbed a gym bag and put a change of clothing in it. He wasn't sure what was going on but if they were going to see his dad then he could live with it.

The car ride over was one he would never forget. It was nearing nine in the afternoon when they got to the mansion and to say he was having that everything his mother had told him was strange and unbelievable was dead on. But then when she spoke she said it with such conviction he wondered if everything, mutants, his dad's experiments, and what had actually happened to him, were all true.

As they got out of the car and he looked up at the huge mansion Billy wasn't sure if this was a good idea or not. 'Well I guess I'll find out if all this was true or not.' He thought to himself as they entered the building.

Xavier and Ororo met them, in the large foyer. "I'm glad you're here, your husband in downstairs in the med lab resting after his ordeal." Xavier told Martha Connors. "We'll take you there now."

"That would be great thank you." Martha said. She was anxious to see him again and they entered an elevator and down into the 'basement' levels of the mansion. These corridors were all metallic and to Billy seemed like he just stepped into a Sci-fi show. They walked along the corridors and opened some double doors.

Martha saw Curt lying in a bed and rushed over to him. His shirt was gone and she was relived when he looked like there were no injuries to him. She felt her tear begin to fall at finally seeing him there. Billy rushed over too and saw his dad for the first time in days and was relieved to see him. "Is he alright?"

"He'll be just fine." Said Hank's voice as he came from another room. When Billy saw him his jaw dropped and just stared at him. Hank raised an eyebrow. "Well at least he didn't scream." He said trying to make light of the situation.

"Whoa." Billy said finally getting his thoughts in order. "You're blue." Hank laughed at that.

A little later Billy was wondering the place wondering what else there was in this place. His mother wanted to stay with the others and Xavier had this red head named Jean to show him to a spare room he could sleep in. He found it cool that she could read minds and move things with them.

Now he was looking for anything else but then he heard a few familiar voices. "I'm telling you I saw them right here." Came a male voice.

"You better be sure about this, it's getting near to our curfew and I don't want the adult to find us." Came an equally familiar girl's voice. Billy wondered to the room where the voiced came from and he found himself in a kitchen with a boy he recognized from school on a chair looking through some cupboards. But then there was this gray skinned, haired girl that kind of looked familiar below him waiting.

She was tapping her foot and when she took a glance at the doorway she did a double take. "Oh crap! Jamie!" She said startling him and Billy watched as he fell off the chair and landed on the floor making several copies of him.

"Sweet!" Billy said seeing that. "That is so cool!"

"What the hell are you doing here?" Spyder demanded as Jamie was helped up by his clones. "Wait a minute. Aren't you in our class at school?"

Billy looked closer at her and the gray eyes tipped him off. "Ollie?" He asked her. "Is that really you?"

"Hey yeah your that new kid Billy." Jamie said after absorbing his clones.

"Yeah, Billy Connors."

Both of the young mutant teens shared a look. Then Spyder asked him the one question they both were thinking. "As in Dr. Connors, you're his kid?" Billy nodded. "Oh."

"Yeah I'm here with my mom...I can't believe you're really gray, how do you look normal?" Billy said looking at her skin.

"Oh I got this watch thing the makes a hologram around me that makes me look like other people." She said to him.

"Cool." Billy said smiling then turned to Jamie. "Let me guess, you don't really got hemophilia then."

Jamie shook his head. "No, every time I get hit I make copies."

"That makes sense...so...what were you guys looking for in here?"

"Oh that, just a second." Jamie said and put the chair back up. "I found it before Spyder started shouting."

"Spyder?" Billy asked confused.

"I like it better then Olivia." She said crossing her arms. "Plus it goes with my powers, got a problem with that?" Billy seeing the look on her face quickly shook his head.

"Got it!" Jamie said happily. He pulled out pack of Twinkies. "Hank's secret stash, come on we can go to my room and snack on them and do the Q & A thing there too."

Billy shrugged. "Why not."

**THE NEXT DAY**

He wasn't sure where he was, the last thing he remembered was a nightmare about him turning into some monster. As he slowly opened his eyes and they focused he soon realized he was in what looked like a hospital or something.

"Curt!" Martha cried out, he turned to see his wife at his side who was bending over and hugged him tightly.

"Martha? What...what's going on?" Curt asked slightly confused.

"Maybe I can explain." Hank said walking up to Curt. Curt was silenced at the sight of Mr. McCoy. "I understand you've taken over my classes, and from what the students tell me you've done a great job of it too."

"Who?" Curt asked him trying to asked him who he was as his mind was racing.

"I believe you would know me as Henry McCoy." Beast said to him with a smile. Curt blinked a few times as he remembered the name of the teacher that had disappeared.

"I get the feeling there's a lot I need to know." Curt said. Little did he know exactly how much he had missed out on.

**DAILY BUGLE**

Eddie Brock was in Jameson's office. Jameson was behind his desk looking at the photos Brock had taken of the attack on Kelly. "What is this Brock? I looks like another lizard creature but more human. What is it? Their leader? A new breed? Are the alligators in the sewers evolving from all the crap that gets put down there?"

"I don't know Mr. Jameson, all I know is that weird stuff keeps happening in that town."

"You got that right!" He said slamming the photos on the desk and stood up. "And you still haven't gotten me those pictures of that Spider guy! What's wrong with you? All I ask is just one picture and you can't get that ONE picture?" He sat back down then in a calmer voice addressed Brock again. "But since you keep giving me these shots that no one else has I'm willing not to fire your ass Brock. But my patience is wearing thin. Now get out here and get me that Spider thing or start looking for a new job!"

Eddie knew it was wise to leave when told to my Jameson and quickly left the office Jameson looked at the photos and called in Robbie to run them. Robbie looked at the pictures not sure what to make of them. "Jonah this can't be real."

"They must be, Brock doesn't have the skill or the intelligence to fake that kind of stuff." Jameson told him putting his cigar back in his mouth. "Here's the headline. The Lizard attacks! Creature of unknown origin rampages through Bayville. Print that up as fast as you can."

**LATER**

Peter and the others were enjoying the last day off before Kelly got the school back on track. They were by the pool since it was warm enough for them to finally get in, and Amara helped out by heating the pool slightly so it wasn't ice cold, and Storm made sure there was a good deal of sunlight for the day.

Jamie, Spyder and Billy had gone to school and it seemed Billy liked being in on the mutant thing, in fact he, Spyder and Jamie seemed to becoming fast friends, but all three were still disappointed they had to go to school.

Peter just got out of the pool and looked around. Kurt had called over Amanda and she was wearing a black two-piece that when Kurt saw her had the young boy's jaw drop. He saw a few of the others still playing and he was glad his cuts had healed enough for him to take a swim. Although he was still aching in a few places he had to admit the small swim did feel good on his tired body.

He figured he skip doing the Spider-Man thing tonight to give him a chance to heal up fully. Peter also saw Jean on her back her long hair pushed out of the way while Scott rubbed some sun tan on her back. Judging from the smile on his face he was enjoying every minute of it.

Then he saw Rogue sitting away from the others reading one of her books. She was in a green one-piece that didn't cover her arms or legs and still had gloves on. To him she looked kind of lonely out there by herself but he knew she did it to prevent any accidents. So he decided to grab his towel and go over there. "Want some company?" He asked smiling.

She looked at him and just shrugged but he sore there was a small smile that she was trying to hide. So he laid down on his towel next to her. He winced when he moved his shoulder the wrong while trying to get down flat on the towel and sat up as he grabbed his shoulder.

"Peter are ya alright?" Rogue asked him out of concern seeing his reaction.

"Yeah." He said but it was a little strained. "My shoulders still ach from that fight a couple of days ago plus last night didn't help matters."

"Then why didn' ya say anythin' when we went?" She asked him putting down her book, then saw the look on his face and knew it right away. "Great power and great responsibility?" She asked him and he smiled a little sheepishly and nodded. "Fahne then. Hold still then." She said sternly as she positioned herself behind him.

"What are you doing?" Peter asked not sure what she had planned.

"Just don't move. I got ta be careful with this...just trust meh." She said getting behind him in near arms length away. Peter sat there as still as he could then he felt her gloved hands on his shoulders. "Where does it hurt tha most?"

"A little to the left...yeah right there." Peter said closing his eyes and feeling Rogue give his shoulders a gentle rub down, getting all the knots and loosening up the muscles. He had to admit it was staring to feel pretty good too.

Rogue tried her best to loosen up his shoulders. She had to admit this was the first time she saw him without a shirt and the costume he wore really didn't leave much to the imagination as she saw his physic now. Although it was more impressive up close without any obstruction from any clothing. For someone of eighteen his body was pretty well developed. His muscles felt like iron though but she wasn't sure if that was from stress or just how hard his muscles are.

Plus she was enjoying this even though she had to be extremely careful not to touch him with her skin. She looked over and saw Jean's face her eyes were closed and she was smiling as Scott was slowly rubbing on the last of the sunscreen on her and Rogue's heart dropped.

That was something she would never know, the feel of another person with her own skin. She turned her attention back to her work. 'This is as good as it will get.' She thought to herself getting a little depressed. She knew she would never get as close to Peter as she would like and her hands slowed as she felt an overwhelming sense of sadness overtake her.

She would never know what it would be like to touch anyone. She would never know what Peter's skin felt like on her own, or what it would be like to kiss him. "Rogue?" Peter asked as he noticed she had stopped. He turned his head around and saw the look on her face. "Hey. You alright?" He said gently.

Rogue snapped out of her thoughts but turned her face away from Peter. "Ah sorry...it...it's just..."

Peter gently took her hands knowing what was troubling her. "Rogue...we'll find a way...trust me. The Professor, Hank...even me. We'll find a way to help you."

Rogue looked up into Peter's eyes and saw the hope in them. "I won't give up on you." Peter said and she felt touched by his words.

"Thanks...I know you won't." She said in nearly a whisper.

Inside the mansion the Connors' were gathered around a table in a living room with Xavier, Hank, May and Ororo. Logan was outside supervising the kids since he wasn't the social type. Plus he wanted to smoke and since May was in the room he knew he didn't want to get into that again with her. Although Logan would deny May scared him, in fact he secretly respected her. At first he thought she was a frail old woman, but was he wrong.

She was a lot stronger on the inside then most people and he had to admit she had guts to go up against him like that. Although he knew he could take her, but he wasn't the kind of guy to fight little old ladies. But still he liked her, hell she was the only one that challenged his authority the most and he secretly liked that. It was kind of fun to see how far he could push her and how hard she pushed back in their little verbal sparing matches.

Plus there was just something familiar about her. It was strange ever since Peter and her came to the mansion he kept getting this feeling like he should remember something. Like he should know something but every time he was close it seemed to slip away.

Martha was enjoying the talk with Ororo and May since she was still getting to know people it was nice to finally have some female company. Curt was of course fascinated by this x-gene and he was eager to learn of it from Hank and Xavier, who seemed like intelligent people. That was one of the things he missed from his lab days at Oscorp. He missed being able to hold conversations with his peers.

"This is all fascinating." Curt said with a smile. "But I must thank you all for everything you've done. I know it was foolish of me to try that formula on myself. But I needed to show the world that my ideas would revolutionized the medical field."

"I can hardly blame you for that." Hank said to him. "I experimented on myself for years for more selfish reasons and look where it got me." He gestured to his appearance. "I paid the price for my arrogance and my stubborn ways."

"Do you think you could try that antidote on yourself?" Curt asked him. "Maybe there's a way to reverse it?"

Beast sadly shook his head. "No, the x-gene is a permanent thing not like your bonding of reptilian DNA to yourself. I can't just get rig of that gene. And even if I did the effects might be fatal, or something far worse could happen. Besides I learned my lesson the last time, I don't want to go down that road again."

"I-I'm sorry I wasn't thinking." Curt said with sincerity.

Hank gave a small smile. "Think nothing of it. Besides you should really thank Peter, he was the one that started the ball rolling on this."

Curt nodded his head. "You're right I should go and thank him. In fact I'll do that right now if you all will excuse me. Curt walked outside and looked around. He saw Kitty with a few of the other girls and smiled to himself as she passed through a few of them in a game of tag. Never in a million years would he suspect her of something like that.

He saw a few other students and finally saw Peter with a girl named Rogue. He remembered her since she was one of the few Gothic kids he had and the name was one thing he couldn't forget. As he walked over he could tell from their reactions to one another they seemed closed yet oddly enough they didn't seem to make any contact.

"Peter." He said to the brown haired boy who looked up at him then suddenly got to his feet.

"Dr. Connors! How are you?" He asked him.

"Fine thanks to you and your friends." Then he noticed the scratch marks on his shoulders and remembered how they had told him Peter had him had fought on school grounds two night ago. He was amazed that Peter had the abilities to go up against that thing he had become and deeply sorry for what he had done to him too.

He owed this young man a lot. It was a dept he never knew if he could ever replay him, but he would try. "Peter...I just want you to know that I am first deeply sorry for what I did."

Peter shrugged. "Hey you weren't exactly yourself you know?"

"Still...I am sorry...and I thank you for everything. If there is anything I can ever do to help please let me know?" Curt reached out to shake his hand and Peter smiled and clasped it.

"You think you could give me a passing grade this semester?" Peter asked and saw the look Dr. Connors was giving him. "Kidding." Peter said with a smile. Curt walked amongst some of the other students talking to them and was intrigued when Kurt Wagner showed him his holowatch.

"Curt!" Yelled out Martha.

"Yes?" Both Curt and Kurt said at the same time. They both shared a looked and laughed a little at that then Curt Connors looked over to his wife. "Yes?"

"I'm going to pick up Billy then we're going home. Besides don't you have to get ready for school tomorrow?" She asked him.

His face fell at that. 'Oh no.' He thought to the papers he still had to grade. It was going to take all night to do those. Well he might as well get it over with, besides he would have a lot more spare time from now on. He planned on getting rid of the lizards and reptiles and the mice and shut down his lab in his basement.

After everything that had happened he came to realize that there were some things science was not meant to mess with. As he looked at his wife he came to realize that there were more important things in life then his research and it was time to pay more attention to those, least he lose it like he nearly had.

It was a sobering thought and one he planned to carry out.

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**NEXT UP CHAPTER 39: OLD FRIENDS**

**Guess who shows up at a Bayville school game? MJ and Harry.**

**A/N: For those of you who like spider-man/x-men crossovers please check out 'The Insey-Winsey Spider-Man' or 'The Uncanny Spider-Man' by The Uncanny R-Man or any of his other work too if you want something original to read.**

**And remember if you read be kind and review. (And I don't mean just for me)**


	39. Old Friends

Episodic: Yeah well for the update I got a few more stories I'm doing then when I started this. And what are you talking about? MJ, Harry and Peter are from New York not Bayville so they never saw that, and as for Rogue she was single in that episode and she isn't anymore but that's a long way off anyway. Peter will get some help but someone else might play a part in that.

Joseph McKinley: lol, sorry if you were waiting long, I had a LOT to get out of the way first before I wanted to bring them in.

Sparky Genocide: Sorry but you'd lose that bet and yes JJ and Brock getting closer isn't good.

Edge: Sorry I've never seen Ranma1/2, but I am glad you like my work.

Red Witch: Thanks, and tell me about it. They barely had any humans on their side.

oceanbang: Thanks, and Connors will keep in touch. I'm glad you liked the part with Peter and Rogue I hadn't planned on doing that until I realized I needed to bring something else to the story and I just popped into my head. As for MJ and Harry meeting the others and way they are there you'll see why.

Kaliann: Yes he'll remember look for a chapter called 'Secrets of the Past' some time soon.

The Uncanny R-Man: Hey what are friends for? Yeah they did Jameson pretty well in the movie. And if you think Peter's reaction is something wait until Rogue and MJ meet. Not THAT will be interesting. And I never liked Evan, he was annoying, lazy and never did what he was supposed to do yet never got into any trouble for it. Plus what was up with the skating thing in battle?

Slickboy444: No problem I can understand that, and Curt and Hank do have a lot in common don't they? Let's just say things are going to be interesting between MJ and Rogue.

X-Over: Maybe there will be an appearance of Felicia later on, and I'm thinking of Gwen, and I'm going the comic way of Venom's origin slightly. You'll see the reactions to the Lizard photos in this chapter and no Billy isn't a mutant.

And thanks to: psychobunny410, A Bleeding Rose, spyder616, J. Erich Jay, Lord Destroyer, Rei4, Ivan Alias, Morlin, becky, WindScar8, Jaguar

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**SPIDER-X  
**

**CHAPTER 39: OLD FRIENDS**

Peter was up bright and early since school was back in session. He got a shower, after waiting for a few of the others to get out first, then got dressed and was down for breakfast. "Morning." He said cheerfully then he saw a few of the others gathered around the paper.

"Man Peter you got to see this." Evan said and by his tone Peter was sure he wasn't going to like it. When he looked at the cover he was right. It was a picture of the Lizard attacking Principal Kelly.

"Oh great." Peter moaned. "I swear I didn't notice anyone, but then I might not have gotten there in time I think." He slumped down in his chair.

"Like not to mention how Dr. Connors must feel after seeing this too." Kitty said reminding them of him.

"Oh yeah that makes me feel better." Peter grumbled. He looked at the article to see who was this person that took the photo, when he read the name. "Eddie Brock? Why does that name sound familiar?"

"Hey I think he was the guy who took pictures of those monsters at the dance!" Scott said to them. "I think he might have been the guy taking all those pictures of the couples."

Peter tried to remember that night, but to be honest when he wasn't looking at the monster he had been staring at Rogue all night. He tried to remember the face of the photo guy and then it hit him. He had thought there had been something familiar about that guy. "Oh crap. I know him. He tried to take pictures of the girls when they did their Siren thing."

"What? Since when?" Jean asked him.

"Don't worry I took the film." Peter said assuring her. "I guess that's another good reason you girls stopped, he nearly got you all on film." Jean didn't like the thought of that. If pictures of them had gotten out it would have been hard to hide their identities, unlike Peter they didn't wear masks and some of them could have been easily identified.

"I think we need to watch out for that guy." Scott said to them. "So far this guy is going around and he's not making life easier by showing the world this stuff."

Everyone there knew what it might mean if the world knew only about these things and then mutants were exposed. Not exactly the best light on things even though the two incidents weren't mutants the world might not see it as that. "Man the Professor is not going to like this." Peter muttered.

Later in the day it was in science glass that Peter saw Dr. Connors. He looked fine but he wondered what exactly he was really doing after seeing the morning paper. He talked to Kitty next to him about talking to him after class and she thought it was best. When everyone else was leaving they walked up to Dr. Connors.

"Hey Doc, how have you been doing?" Peter asked him.

He smiled at their concern. "If you mean physically I'm fine...but I think it will be awhile until I can sleep soundly." He said gravely.

"It couldn't have been like good to see that picture this morning." Kitty said in sympathy.

Curt sighed and sank down into his seat. "No, no it wasn't Kitty. Quite frankly actually seeing what I was...it's kind of disturbing."

"At least that nightmare is over with." Peter offered him seeing the weight of this on this shoulders and Curt gave a small smile.

"At least I have that much...thank you for your concern you two. But I better not keep you or you'll be late for class."

"Yeah you're right, come on Peter we better get going and I'm glad you're doing well Dr. Connors." Kitty said to him grabbing Peter's arm and dragging him out of the classroom.

The entire day was pretty much normal, well except for the wild rumors running around about monsters showing up and stuff. There was even a running joke with a few of the students on whether they should try lure that lizard creature back to Kelly's office and finish what it started.

Kelly himself had been jumpy all day and Peter guessed he would be for some time. Not to mention he had to get a new car since his was totaled and who had giant rampaging lizard creature insurance? He was putting away his books and grabbed his camera that he brought in today.

"What's with the camera?" He turned to see Rogue leaning next to him.

"Well I heard the school paper needed a new photographer, apparently the last guy had to quit it to concentrate more on his school work." Peter explained as he closed up his locker.

"That sounds nice, tha photos that ah saw that you took were great. Ya should go for it." She encouraged him.

He smiled at her faith in his abilities. "Thanks Rogue, wanna come by with me?"

She shrugged. "Sure why not?" When they got to the office she saw Kitty just standing in the hall looking like she was waiting for someone. "Hey Peter, ah'm goin' ta see what Kitty is up to."

"Alright I'll meet you when I'm done."

Rogue walked up to Kitty. "Hey what are ya still doin' here?" She asked Kitty who jumped at her voice. She hadn't noticed Rogue coming over to her and now was worried.

"Oh, well, like, you see, I uh..." She tried to think of something to say to her roommate but she got nothing. Rogue could see how nervous she was and figured who it was she was waiting for.

"Lance is commin' isn't he?" Rogue said trying to keep the disgust out of her voice.

"Rogue he's not that bad." Kitty told her trying to make her see reason.

"Like when him and his friends lured us out to that construction site? If he wasn't so bad then why does he attack us all the tahme, and don't give meh the 'just doin' what I was told' thing cause even I didn't do that when I was one of them." She said sternly. "Kitty if he really is a good guy then try ta get him to leave...I know things were tough with him and Scott when he tried it, but if he came back, and ah can't believe ah'm sayin' this, but it would be different."

"I try Rogue, I do but he's just so..."

"Stubborn?" She offered.

"Yeah that." She said sighing a little. "Also I don't think he wants to leave Tabitha there alone."

"What? Why?" Rogue asked her a little more concerned.

"Well..." Kitty wasn't sure what to tell her. She was biting her lower lip and rubbing her arm out of nervousness. "Lance said that Max had been a little...possessive...with Tabitha, and his temper is getting a little out of hand."

Rogue didn't like the sounds of that at all. The next time she saw Tabitha would ask her what's going on, or Amara. Those two had kept in touch ever since the Siren thing so if anyone would know what was going on it might be her.

"Hey what's up girls?" Peter asked them coming up.

"Nothin'" Rogue told him. She knew Peter had enough to deal with as it was, and she didn't need him to go after Electro or at least another reason to go after him. "So how did it go?"

Peter smiled. "Well they needed a photographer and there's the game after school so they want me to shot it for the paper, if they like it they'll give me a place at the student paper and even for the year book. So they want me to take pictures of the soccer game after school."

"That sound like totally great!" Kitty said nearly jumping for joy. "I think a few of us are going since Jean's playing."

"Cool and you guys will never believe this." Peter said with a small smile.

"What?" Rogue asked him curious about what that smile was about.

"The opposing team is my old high school." He said to them.

"Cool maybe you'll like meet someone from your old school." Kitty said.

Peter thought about it for a moment, it would be just his luck to run into someone like Flash Thomson again. "Nah...I mean what are the odds?"

**AT THE GAME**

The soccer game was on Bayville high's home turf so everyone at the Institute was out cheering for the team and for Jean. Although Scott was there mainly for Jean, and she was glad for it. It was nice to have someone there for her, with Duncan he either had practice or was just talking to his friends not caring what was going on.

It was another reason she was glad she was with Scott now, since she knew that he would support her.

In the bleachers there were quite a crowd including a few students of the visiting school. The Brotherhood was also there for the most part. Lance was sitting with Kitty away from both X-Men and Brotherhood. Max however was watching Parker. Ever since he got here he had a bad feelings about that guy, then there were the supposedly two different people with spider powers. He remembered what they had learned from Lance who wasn't too happy that Mystique forced him to get information out of his girlfriend.

Kitty had told him that they did have a guy with spider powers but he didn't go to high school so that's why they never saw him. Max didn't buy it though. Either Parker was that spider-powered mutant they fought or there was someone else. He was also sure that the spider in the X-Men style uniform was the same as in the red and blue. They were just too similar but he wasn't sure if it was Parker or not.

So far he didn't seem like the type, and he did hear how Mathews and his friends had roughed him up. If it had been Max he would have shown those caveman a real beating. "Max what are you doing?" Tabitha asked him. "You stare any harder and I think you were playing for the other team." She joked.

Max just sent a glare to her and she stopped talking. He didn't like Parker or that other group but Parker especially he didn't like. And if he was the spider then he was going to make him pay twice over.

Peter was taking a few shots of the game and had gotten a few good ones too. He was walking back to his seat where Kurt, Amanda, Scott and Rogue were sitting. He sat down at the edge where his bag was laying on the grass next to Rogue. He reached into this bag and pulled out a new roll of film and reloaded his camera.

"You know...I feel a little torn." Peter said offhandedly.

"Vhy's zat?" Kurt asked from behind him.

"Well it's a game with my new school against my old one...I mean who do I root for?" He said in good humor.

"Peter is that you?" A familiar voice called out. Peter turned his head sharply to the right and stood up. He couldn't believe his eyes. Then everyone was surprised when a beautiful red head ran up to him and hugged him. "I knew it was you tiger."

"MJ!" Peter said happily at seeing one of his oldest friends.

"What no hug for me?" Came another voice and Peter looked up to see a boy his own age with short brown hair walk over to them.

"Harry? You're here too?"

"You got it, we figured since our team was coming here we might come along and hopefully we met up with you." Harry said happily. "Hey Mary Jane, you might want to let go of Peter by now." He said in good humor.

"Oh right sorry." MJ said pulling away blushing a little from embarrassment. "It's just that the last time we saw you was during Christmas...we've just missed you."

"Hey Peter care to introduce us?" Kurt asked him.

"Oh right." Peter said rubbing the back of his head. "Guys this is Scott, the German guy is Kurt, that's his girlfriend Amanda and this is Rogue. Guys this is MJ and Harry."

Harry walked up to Rogue with a smile. "Hey nice to meet a friend of Peter's." He put his hand out for a shake. Rogue looked at it for a moment then shook it.

"Thanks...and ah'm his girlfriend." She told him. It came out a little more stern then she wanted but seeing that MJ girl wrap herself around Peter was a little unpleasant for her to see, mainly cause she could do that without worrying about hurting him.

"Whoa. Serious?" Harry turned to Peter. "I thought you just made that up?" He said with a smile.

Peter just scowled a little. "Gee thanks for the support Harry." He said dryly. "Yes we're dating. What you think I could never get a girl?"

"You want me to really answer that?" Harry said with a smile. Peter just shook his head, he hadn't changed at all since he had known him and he was actually glad for that. MJ watched as they started to catch up and she was glad too see Peter again but there was a part of her that wished he never left.

She missed him being there all the time, and the truth was. When he left her feelings towards Peter were growing to something beyond friendship. She knew she had missed out on her chance with him and she did regret it. But seeing Peter now she was beginning to realize things were better for Peter here.

She saw that Peter was surrounded by friends since back home he only had her and Harry. And by the way Rogue was sitting close to Peter she could see that she cared for him too. "Hey you're Mary Jane right?" MJ turned to see another red head walking over to her in a soccer uniform with a boy with strange red glasses next to her.

She stock out her hand to MJ. "I'm Jean, and this is Scott we're friends of Peter." MJ shook her hand, even though it was kind of strange. She couldn't help but notice that they seemed kind of alike, same kind of hair only MJ liked to keep hers' slightly shorter, and they both had green eyes, but Jean was slightly taller then her.

"Yeah, it's good to meet you. Peter talks a lot about all the friends he's made here."

Jean smiled. "Yeah well Peter's definitely made an impact on our lives since he's come here." There was someone calling Jean's name and she looked back. "Alright." She called over. "Sorry I can't stay long, but I just wanted to come over and say high before the game ended." Jean told her and she ad to run off back to the bench to rejoin her team.

MJ returned to the others seeing Harry getting along with the boy named Kurt so she sat next to Rogue. She could tell Rogue was a little uncomfortable with her there, she guessed hugging Peter like that might have sent the wrong message. "So...how long exactly have you two been going out?"

Rogue shrugged. "A few weeks."

'Okay...a quiet one.' MJ thought. "Well you're lucky...Peter's a nice guy." She looked over to Peter joking around with Harry and Kurt while Amanda laughed at them. MJ smiled, she hadn't seen Peter this happy in a long time, not since his uncle had been murdered.

"Yeah he is." Rogue admitted. "He's tha first boy ah ever let get close ta me...he makes me feel better about myself."

MJ nodded. "Yeah he has that effect. He always has to help someone, I think it's just his nature and I wish there were more people like him in the world...I just wish so many bad things hadn't happen to him."

"Yeah...someone like him doesn't deserve that...but he doesn't let it drag him down...at least not on the outside."

MJ looked at Rogue. MJ had known Peter for years yet this girl not as long and already she knew Peter on a such a personal level, it was then she realized just how close she was to him. "You know...I'm glad Peter has someone in his life that understands him...I don't know why but ever since his uncle died he's...changed. I don't know how but he was different and I swore he was keeping something from me."

Rogue was a little nervous now. She knew all about Peter because of the memories she got from him and what he had told her, but this girl seemed to know a lot about Peter, but not about his powers or his need to help people as Spider-Man. "Ah think he was just trying ta get over it. First his parents then his uncle...it was tough on him."

MJ nodded. "Yeah...I guess that was it." She looked to Peter again and smiled seeing him so happy. "I'm glad he's smiling again...I didn't think I would ever see him really smile again."

Peter was enjoying catching up to Harry and he was glad that he and Kurt were getting along too. "So you're last name is Osborn?" Kurt asked Harry. "Any relation to zat guy that owns zat company?"

Harry nodded but didn't look too happy about it. "Yeah, that's my dad."

Kurt could see his reaction and found it strange. "You're not on good terms vith him?"

Harry shrugged. "He's just busy with everything, doesn't always has time for family when he's got a company to run."

Kurt now wished he hadn't brought it up seeing the pain on his face. "I'm sorry for bringing it up, I didn't know."

Harry held up his hand. "It's alright I'm used to it by now. It was one of the reasons I'm glad I met Pete here, he's been the first real friend I ever had." Peter smiled at his friends words, they were true for Peter as well since he was never really good at making friends when he was younger him and Harry were kind of outsiders and then one day they just started talking and then they soon became fast friends.

"Well look what we got here." Came another familiar voice and Peter shut his eyes.

'Oh no not him, not now, not today.' Peter pleaded but he slowly turned around and saw none other then Flash Thomson. 'Great just the guy I never wanted to see again...ever.' Flash was a tall athletic boy Peter's age only taller and with blond hair. He also made Peter's life miserable for years picking on Peter whenever he could.

Harry scowled at him. "What are you doing here Flash?" He said bitterly.

"Liz is playing here and I thought I would come to cheer her on, I didn't expect to run into my old buddy Parker thought." He saw MJ sitting next to Rogue and he smiled. "Still hanging out with the good looking girls but still not getting any huh? Hey living dead girl don't tell me you know this geek?"

Rogue was very tempted to punch the guy's lights out, she stood up and glared at him. "For you're information ah'm Peter's girlfriend and if ya say another thang ah'll make ya sorry!" She wrapped her arms around one of Peter's to emphasize their relationship and that left Flash a little surprised that Peter could get a girl like that.

Harry and Kurt had had enough of him too and stood with Peter. "You best leave Flash...or else." Flash was looking at the three younger boys considering if he could take them if he wanted when another one walked over with red shades.

Scott had been watching the game, or more precisely Jean, but when he looked over to their direction he saw there was someone looking like they were causing trouble so he had decided to go over and see. "There a problem here?" He said to the blond boy.

Flash now saw his odds weren't so good. "Forget this, I got better things to do." And he turned and walked off.

Scott watched him go. "Friend of yours?" He asked Peter.

Peter just rolled his eyes. "Oh yeah just the best." He said sarcastically. "Think Duncan Mathews long lost brother and there you go." Scott nodded knowing full well what only that could mean the other guy was like.

The rest of the game went without incident thankfully and Jean joined up with them on the stands with Scott when the teams were getting ready to pack up. Peter was glad that his old friends and new ones were getting along and it was also nice to actually see MJ and Harry again after so long. But like all things it didn't last. Harry looked at his watch and frowned. "Hey guys I hate to spoil things...but MJ and me have to start heading back now."

"Do you two have to go so fast?" Peter asked he really didn't want them to go.

Harry nodded. "Yeah we got to be back in New York soon, but maybe we could visit again? How about it MJ?"

Mary Jane couldn't stop the smile on her face even if she wanted to. "I'd like that. Maybe on the weekend or something?"

The mutants looked at little nervous at that. "Uh...we'll have to run that by the Professor first." Scott told them.

Harry shrugged. "Hey if it's a big deal come to my place. My dad's usually gone and whenever you need to you could crash there."

"Thanks Harry." Peter told him. "Maybe one day we'll take you up on the offer." As they had to say their goodbyes as Harry and MJ had to leave in order to catch their ride, Rogue noticed the sad look on Peter's face. She knew he missed his friends and this wasn't easy for him. She took his hand in her gloved one and gave a slight squeeze and he returned in as a small smile was on his face.

"You'll see them again." She said to them.

"I hope so." Peter told her still watching his oldest friends leave. It was always hard to say goodbye and he hoped that one day soon they would get together again.

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**NEXT UP CHAPTER 40: HERO**

**Peter has to choose, let a young girl burn to death or expose Spider-Man to the world, and his actions will have more then one effect on the world.**


	40. Hero

Mightierdandasword: No he wasn't. In the comics, the movie and Fox cartoon he had brown hair trust me on this. In the MTV cartoon he was blond but he was never done with red hair I looked it up.

Lord Destroyer: Don't worry those that I haven't shown will eventually show up, plus a few more too.

Stone Quillian: Green Goblin and Dr. Octopus will show up after mutants are exposed to the world, and Carnage during that time too.

Kaliann: Thanks, although if I could get paid for this that would be great but no chance there unfortunately and I'm glad you like Peter and Rogue.

J. Erich Jay: Damn well I can't catch everything, but I will have them back and meet the others too. Max and Spidey will have a showdown later on. He won't expose his secret identity just Spider-Man to the world. Kelly is still going to be a jerk, and I'm not sure of using Flash again.

Red Witch: Thanks for that, and as for Peter it is kind of a no brainer for him huh?

The Uncanny R-Man: Yep this is a major chapter that will change the life of Peter forever.

Slickboy444: Well to be fair she did know Peter was seeing someone it just was more real seeing it in person. Oh yeah it will be intense all right.

Mark C: They'll show up again later on, and Electro will be the least of his worries soon enough.

And thanks to: Episodic, ldypebsaby, psychobunny410, X-Over, Sweegy, Hazelle, Star Lin, Ivan Alias, Sparky Genocide, Jaguar, Joseph McKinley, Stoneman85

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**SPIDER-X  
**

**CHAPTER 40: HERO**

Hobie Brown was your typical African American high school student, well mostly. He was in the attic of his house or as he liked to think of it, his lab. See for years he was interested in a few things, one was the martial arts, which he was glad he just attained his brown-belt status and the other was building things. He remembered when he took apart the blender as a kid and actually put it back together. In fact his mom had said it worked even better then ever.

The attic had a window on the side of the roof that sometimes he liked to open and get onto the roof and look at the constellations. There were boxes and an old armoire, there were a few old tables he used to work on or to leave his equipment on too. Currently he had a few new things, one was a set of climbing claws, a pair of shock absorption boats that when finished should made him jump a couple of stories...if he could get them working. The last one was something that shot out these pellets. He used them to help his mom clean the windows with strangely enough.

He liked working up here, plus it was usually quiet anyways. His mom worked a lot ever since his dad died a few years ago. He was told it was a robbery gone wrong in a connivance store. The guy holding the place up opened fired blindly and his dad was just in the wrong place at the wrong time. He looked over at a table with a few pin-ups. They were articles of the mysterious 'Spider-Man' as the papers were now calling him.

Some claimed he was just a new urban myth but he knew better...cause he had seen him.

**TWO WEEKS EARLIER**

He had been walking along the streets of uptown Bayville that night. He had tried to get a few parts he needed for his inventions, especially the one his little brother had broken, but it wasn't on purpose so he wasn't mad. Then he heard it, someone yelling for help. He looked around but he had gotten to the electronic shop just as it was about to close up and it was late out, plus this was the business district so it was dead at this time of night.

He didn't see a payphone nearby so he ran with the bag under his arm to the sounds. He found an alley with a couple that had taken a wrong turn. There were several guys in obvious gang clothing with matching tattoos on them. That was also when one of them noticed him. "Hey kid beat it!"

Hobie didn't know what got into him, but he couldn't stand by and let this happen. Maybe it was because this was wrong, or maybe...if someone had stepped in his father would still be alive this day. "Hell no! Leave them alone!" He shouted out.

They just looked at him like he was nuts then they all laughed at him and a few of them came over to him. He put down his bag and got into a fighting position, the only problem was a few of them had weapons like a baseball bat and a chain. He gulped and tried not to show just how afraid he was inside. He was thinking that this wasn't the best idea he had when it happened.

He showed up.

"Can anyone join in or is this an invite only party?" Hobie looked up and he couldn't believe what he had seen. He heard the rumors but that's all he thought they were but it was him really him. Spider-Man! He watched as he fought the gang like they were nothing to him, he threw them around like rag dolls and leaped over them so high and graceful that he thought it was inhuman. He even stuck to the walls and shot out webs. It was over in matter of minutes and just as he was there he was suddenly gone.

Him and the two other people that the gang had been harassing just started at the scene. The gang members were all tied up in webs all over the place. "That...that was him...that was really him wasn't it?" The guy asked him. Hobie couldn't answer all he could do was just nod.

**PRESENT**

Ever since that day Hobie had been following this Spider-Man. He was elusive to say the least but the truth was...he admired him. He went out there and made the streets a safer place to be, he only wished someone like him had been around earlier...then maybe his dad could have been saved. He wondered who the guy was under that mask, how he did what he did. He also thought about why someone would to that...there was only one answer he could come up with.

He must have lost someone too.

It just 'felt' right to him, why else would someone go out there? If he were after fame then he wouldn't hide himself from the world. No this was a more personal thing he thought. He looked at the black outline of a figure with the headline. 'Does he exist?' but he knew the answer to that. He looked at the picture and was envious of him. He had the courage and the strength to do what he felt should be done, that there needed to be someone out there to look out for people.

**LATER THAT DAY**

It was after school and Peter was walking in the downtown district of Bayville with a few of the others. Rogue was next to him with her arm linked in his, while Peter was still carrying his school bag over the other shoulder. Jean had her arm in Scott's too and Kitty was also with them between the couples. Evan was at the skate part as usual and Kurt was of course spending time with Amanda. Peter grinned thinking of his German friend.

Kurt was a good guy and he was happy that he had found someone that looked past the blue fur to the person inside. Then he had to stifle a yawn, it had been a long day and he was kind of tired, not to mention Logan wanted to do a DR session of course later that night. Even though he was thankful for the training, which was getting the hang off, it really left him sometimes too tired to go out as Spider-Man.

Rogue noticed this and sighed. "Ya didn't get enough sleep again didn't ya?"

Peter shrugged. "I had a late night, in fact I was so tired when I got back I didn't even change out of the suit."

"So you like slept in it the whole night?" Kitty asked him with a hint of a smile on her face. She had to admit having Peter go out at night did make life a little more interesting from time to time, although she had her fill of it with the Sirens. After that run-in with that Bullseye guy she really didn't feel like going out and running into something like him again.

Plus she and the girls had gotten together in the park once after Peter told him his reasons for doing what he did and they all agreed that they really didn't go out for the right reasons. Sure they had helped people but Peter did it like it was a duty of his, like he held the weight off the world on his shoulders and took it seriously, they...well for the most part it was for the thrill of it.

"Yeah well I also slept in." Peter continued. "By the way whichever one of you sent Spyder for that wake up call of hers, is so going to get it later on, when I find out who." There were a few laughs at that, half the mansion had heard her wake him up and not to mention Peter got a small heart attack from it.

"Well you were running late." Scott said with a smile hoping that the five bucks he paid Spyder for that and to keep her mouth shut would hold.

"No kidding." Peter muttered and ran a hand though his hair. "I had to skip breakfast and didn't even had time to change out of the suit."

Now everyone of them were looking and staring at him. "You mean it's under all that?" Jean asked pointing to Peter's clothing. He was wearing a long shirt today and with the jeans she couldn't tell. "Isn't that too risky?"

Peter just shrugged. "Hey if it works for Superman why not Spider-Man?" He said while making sure not too loudly. Rogue rolled her eyes at the comment. "What?" He asked seeing it, but she just shook her head although he did see a little smile there. He loved it when she smiled even those little ones that just seemed to make her seem even more beautiful.

"So what's with the bag?" Kitty asked Peter.

"Oh I wanted to get a few 'supplies'." Which was a code word for the stuff I use to make my Spider-Man gear. "Mr. McCoy and I wanted to try some new stuff, and a few new combinations of chemicals so I figured I might as well keep this, besides it makes carrying all of it less of a hassle."

"Well what was that you were showing Dr. Connor's after class?" Kitty asked him. She had been meaning to ask him but she had met Lance in the hall and...well...she got distracted.

"He wanted to see my web shooters. He was kind of impressed that I made the original ones without any help and wanted to see them."

"Ya got those in there too?" Rogue asked surprised. "What are ya plannin' on changin' if there's trouble?"

Peter laughed. "Oh no way, I mean this suit itches at times and since I've been wearing it for nearly twenty-four hours it's starting to chaff a little. I tell you, you don't hear about that in the comic books. I mean when's the last time you heard Superman complain that his tights are itching or riding up on him."

"It rides up on ya?" Rogue asked him. She figured it was just like the uniforms they wore and he didn't have any problems with it.

"Uh...well...ya." Peter said a little embarrassed on exactly where it rides up on.

"Oh my God!" Kitty suddenly shouted. They all looked at her then to where she was looking at and all their eyes widened. In the distance they could see an apartment building on fire. Without another word they all ran to the scene, none of them knew for sure why, they didn't want to just show up and use their powers but sometimes their gifts could be used without anyone knowing.

When they got to the scene they could see the top of the first two floors were on fire, a few fire trucks were trying to fight off the blaze, police had cornered off the area and paramedics were working on the people that had been brought out.

There were a lot of people, including a few local news vans also reporting on the fire. "God I hope everyone got out safely." Jean said looking at the fire.

"Please ma'am you can't go in there!" They turned to see a few officers trying to hold back a woman with some black smears on her face. She obviously had been in the fire and looked like she was trying to get back in.

"You don't understand! Please my daughter is still in there! Please! She's all I got left in this world!" The others could see tears streaming down her face looking at the building. The mutants weren't the only ones seeing his.

A camera crew was on her too capturing the scene as the reporter callously just told them to keep shooting. At the mansion Aunt May had been trying to take some time out in the living room and had seen this live report on the news. Her heart went out to the woman, and soon as others walked in and saw the scene they too couldn't seem to turn away. Xavier had felt the feelings that were strongly coming from the living room and went to see if something was wrong. Soon after one of the students had started telling what was going on nearly everyone was watching the heart-wrenching scene. Jamie was the first to speak. "Can't we do anything? I mean shouldn't we do something?"

Xavier had to admit that he too wished they could, but he couldn't figure out how and not expose mutants to the world, Ororo was out for the day visiting her sister and giving her a personal update on Evan so there was no way he could call her back in time to make a sudden 'miracle' rainstorm. Bobby would be too hard to explain the sudden appearance of ice, Amara couldn't control the fire, his mind was racing for ideas then it happened...

Hobie was in his attic fixing up a few things when his little brother called down to him, saying something was on the news. He rolled his eyes and walked down the stairs sighing and walked into the den and looked on the TV. There was a fire and it showed a woman crying out to save her kid. The scene was a tragic one and he wasn't sure if the kid was going to live but then it happened...

While Peter and the others were watching he had to do something he couldn't just stand here and watch some kid die. "Jean...is the kid still alive?" Peter asked hopefully.

Jean placed her fingertips to her temples and scanned the building. Then she found it, someone was up there on the top floor, she could feel the child's thoughts and the terror she was feeling. _'I want my mommy! Where is she? Please! I don't want to die!'_ It was almost too much for her. "Oh God she's still up there, we have to do something?"

"Like what none of us can get close." Kitty said looking in horror at the scene.

Rogue hugged herself as she looked on helplessly. "Peter what are we-Peter?" When she turned to face him he was gone. Somebody yelled something out and suddenly everyone was looking up and that's when it happen...

Eddie Brock had heard about the fire and decided to get a few pictures. He arrived on the scene and took a few pictures of the building, of the streets and even of the mother. Then he heard a noise of a few of the people and when he looked up he grinned and aimed his camera when it finally happened.

Peter had gone into an alley at breakneck speed and when he was sure it was empty he jumped and climbed up to the top of one of the buildings, mainly the one with a billboard on it and quickly shed his clothes, grabbed his shooters, and his mask and gloves in the bag since he also wanted to show Dr. Connors how the rest of the suit worked like the reflective surfaces of the 'eyes'.

The jumped out over the street and shot out a web-line to get over the building. He ignored the shouts and he knew that this was going to change everything. That now Spider-Man would no longer be an urban myth, that the people would see that he was real. That and in the back of his mind he had to worry about Xavier. He knew he was trying to keep the existence of mutants secret but he couldn't stand aside on this, he just hoped Xavier would understand.

He smashed through one of the windows. The fire was all over the place and it was hard to see. "Hey kid you in here? Yell out for me!" He shouted on the top of his lungs but wasn't sure if he could hear her replay he wasn't sure if she was still awake. "Please God don't let her die in this." Then he thought of something. 'JEAN!' He thought as loud as he could.

'_Peter what is it?'_

'Where's the kid? I can't find the kid!'

He waited what seemed like minutes but it was really just seconds until Jean came back. _'In a closet I think in front of you...Peter...she's loosing consciousness.'_ He wasted no time and jumped over a fallen beam on fire and tried to get into the room it looked like a bedroom but he wasn't sure with all the damage. He saw a closet and opened it and found a little girl with dark hair, she was in the fetal position and wasn't moving.

He quickly picked her up into his arms and he felt her moan and move, to him that was a good sign that she was still alive. He was going to go out the way he came but suddenly his spider sense kicked into overdrive. "Crap!" He held the kid close and jumped out the window in the room, feeling a few new cuts on his shoulder as he cleared the building as the roof collapsed.

He fired his webbing and managed to land on the ground without falling. Everyone was in so shock that the officers forgot about the mother as she ran over to him and took her little girl from his arms. The little girl opened her eyes and saw her mother. "M...mommy?" She asked weakly this only sending the mother into tears.

She had lost her husband two years ago and now she had been afraid that she was going to lose her little girl, she was the only thing she had in this world that had kept her joining after his death and this man had just saved her. "Thank you, thank you for saving her." She told him and Peter smiled under his mask and could feel the his own tears at seeing the mother and her child together.

"Hey who are you?"

"How do you do that?"

"Are you that Spider guy?" Peter suddenly found himself surrounded by reporters.

"Uh...the name is Spider-Man, and I got to go now." He coughed a few times from the smoke he inhaled. "I think there's a kitten stuck in a tree somewhere." He jumped up into the air the reporters still shouted questions.

After Peter had made sure he was out of sight he double backed and got changed and walked out of the alley coughing a little. "Peter!" He turned to see his friends running over to him. Rogue was the first to him and was trying to decide on hugging him carefully or slap him for worrying her like that, when he just took off like that.

"Sorry about that guys." He said seriously. "I know you guys want to keep the fact that there are people out there with powers, but...I just couldn't sit by." He looked to Scott. "Sorry man...I know this complicates things...but if I had to do it all over again I would."

Scott nodded. "Yeah well...I can't exactly blame you...I'm glad she's safe." He looked over his shoulder at the paramedics looking over the girl with her mother close by. "But you're right...this does complicate things."

At the mansion when it showed Peter going into that burning building May felt like time had stopped, she was terrified but when he came out of that window she was never more relieved and when it showed the mother and her child and how the mother publicly said that she was thankful that he had showed up May was never more proud.

Xavier had breathed a sigh of relief and wheeled himself out of the room. He knew this might cause problems, but the thing was he couldn't blame Peter, he had done the right thing. Charles was wondering how this would all play out, and he thought back to awhile ago when Peter had made a point about showing how people with powers could do good in this world. He just hoped that Peter's idea would work out and wouldn't backfire. He also hoped that Peter was alright, and would have Hank look at him after that.

Hobie had seen it. Spider-Man had gone into that flaming building and had actually saved that little girl. He just sat there with his little brother who went on and on about how cool that was. Robbie was just watching to replay of the footage and then he got up and went to the attic. That was the kind of thing the world needed he was sure of it.

People to stand up to those that would harm others and save those in trouble. In short...the world needed Heroes. People that others could look up to, that made the world a safer place that made you feel like there was someone looking out for you. He looked at the collage of his Spider-Man clippings and then another thought hit him. Maybe it was also they were here to show you what you can accomplish as well...what you could be.

He looked over at the climbing gloves and went over and then placed the wrist devices that launched the pellets. 'If I replace the pellets with a gas...then they could really be useful.' He thought and also about combining them. 'Maybe there is a way I can be more like him.' He thought and went to work.

**THAT NIGHT**

When Peter had gotten back everyone had swarmed him and Hank had to pull everyone aside to look at him. The scraps on his left shoulder wasn't that bad and just a patch on it was all it needed. May had come in and without another word hugged him close, they hadn't said anything while she just hugged him. Xavier seemed strange to Peter he didn't seem mad, disappointed or anything but he did seem deep in thought.

Now it was later that night and he was putting on the Spider-Man suit, well his spare one since the other one wasn't in top shape. There was a knock on his door. "Come in."

He was pleased to see it was Rogue. "Y'all are not going out again?" She said in both surprise and in a little frustration. She couldn't believe he was going out again after the day he had.

Peter shrugged. "I'm only going out for an hour, I can't take how everyone is crowding around me, I just need to get some fresh air, don't worry I don't plan on staying out longer then an hour, so don't worry." He said smiling to her hoping to take away her worry.

It didn't really work. She walked up to him and he saw the look in her eyes. "Ah do worry."

Peter's face fell a little. "I'm sorry about that, I don't want to I just-"He was cut off and she placed a gloved finger to his lips.

"Ah know." She said quietly and helped him pull on the mask, when she finished she leaned in and kissed his mouth though the mask. Peter was surprised by this but went with it, he knew this was as close as they would ever get and wrapped his arms around her waist. To Rogue she wished she didn't need the mask to keep Peter safe from her skin, but she accepted that this was it for her, so she wanted to make the most of it.

Deep down she sadly knew this was the only kind of kiss she would ever have but she enjoyed it as much as she could. She pulled back and looked at him. "Go do wat ya do sugar."

"Thanks Rogue." He said and went to balcony and turned and nodded to her and leaped into the night. She leaned against the frame and watched him go as she touched her lips and smiled a little. Out of all the guys in the world, she never thought she would fall for a hero.

* * *

**NEXT UP CHAPTER 41: THE GIFT**

Peter seeks out a way to help out Rogue and Norman Osborn makes his appearance along with something else the fans might recognize. As well as a prelude to my own version of the Symbiote.


	41. The Gift

Jaguar: I've thought of the same thing, unfortunately they don't exist yet in this world.

Episodic: Well I didn't have that song until you mentioned it, and I always thought Spider-Man was the best example of what a hero was.

Lord Destroyer: Actually I'm going the route with the Goblin, at least not yet, you know JJ Jameson will turn it around.

X-Over: You'll see some other Spider-Man villains just be patient.

Joseph McKinley: I do have plans for those other guys but they're still in the rough stages of planning. And yes it is the Prowler.

Erich: Those were actually typos I fixed them, yes it was all of them, and you did give me an idea so I decided to through that in to add more depth. Actually I think Connors will want to stay away from him and vise versa, but you will se a couple of other Doctors from Spidey with Norman soon.

The Uncanny R-Man: I know he was lame, but the reason I brought him in, was to show that that character could have been cool if done right. Yeah I got that from the movie, and Carnage won't show up for a time but man when he does, let's just say the body count will rise and I may kill someone off.

Stoneman85: I don't mind the questions in fact I like it, it means people really care about the story.

Mark C: The Prowler will show up later on and as for the other stuff, just wait and see.

Star Lin: It will be Norman Osborn but he won't be the Green Goblin for a little while.

Trecebo: lol, well I'm thankful for that, any particular reason?

And thanks to: Slickboy444, psychobunny410, celtcath74, Sparky Genocide, Red Witch, Kaliann, Tempest in Blue, ldypebsaby

* * *

**SPIDER-X  
**

**CHAPTER 41: THE GIFT**

It had been a strange few days to say the least for Peter. He and the Professor had had a long talk about what to do now that he went public. Peter wanted to keep being Spider-Man but he was concerned about what his exposure to the world meant to them. Peter had sat in a chair across from the Professor looking a bit glum. "Professor what am I going to do?" Peter asked him. "I mean I like what I do, I really feel like I make a difference out there...but I'm worried about that kind of attraction this will have on Bayville."

Xavier had given this some deep thought. The day after his rescue a paper the Daily Bugle had published a story criticizing his actions and even outlandish things like Peter as Spider-Man might have caused the fire just to show off. Now Xavier was a calm and reasonable man by nature but whoever ran that paper was seriously getting on his nerves.

How anyone could try and make Peter's actions and make them the complete opposite for no real reason made no sense to him. But then he also read all the other papers and they all claimed that 'Spider-Man' was a hero. What Peter had once said about showing the world how people with gifts could be seen as a positive thing kept coming back to him. "Peter...I must admit although what you do is dangerous, you've shown the world that there are some things out there that are beyond what they would consider normal."

"The genie is already out of the bottle and now I think we need to put the best possible spin on this. I think you need to show the world that you're abilities are not a threat to others, that you're here to help people. But we must tread lightly because we're not sure if this will attract the attention of certain unsavory elements. Like the one that sent that Bullseye character to Bayville. I won't stop you from going out at night, but for now it might be best to keep it at night unless circumstances like that fire say otherwise. We have to be careful about this Peter, some people may not like the fact that you exist simply because of your gifts, so be careful."

Peter nodded. "I will, believe me I will." That had been a few days ago and so far things had quieted relatively. The news was still talking about him and that Bugle paper was still printing garbage about him too. He had also noticed it was Eddie Brock again that took those photos and right now that guy was seriously getting on Peter's nerves.

But he had another problem to think on. Ever since he and Rogue had been dating he had been trying to find a way to help her out. He thought up several possibilities but so far nothing had panned out, sure he was smart, okay really smart but he needed help. He had this one idea that might work but it was a bit out of his expertise but he knew there was one person that might be able to help him.

Peter picked up his notes and something else he had gotten last week as a gift for Rogue that had sparked the idea in the first place. He put them in his backpack and was glad it was Saturday, he would have the whole day to work this problem out, and he just hoped the guy was home.

**ACOLYTE BASE**

One of the many hidden Acolyte bases around the world Magneto had been working nearly nonstop ever since he had gained the last of the crystals. So far the crystals seem to have different properties and he had been testing them out to try and find the right ones and to see what the others could do as well.

He had paid the female thief a good some and made a mental note to use her again. Even though she was only human she still had her usefulness as well. "You summoned me?" Came a female voice of one of his minions. He turned to see Mystique walking in from the far door. She saw the giant smooth metallic room with a lot of machines many that had a certain unique looking crystals on them.

"Yes I did." Magneto said to her floating over to the woman. "I have a few things to discuss with you. First is this so-called 'Spider-Man' that I've been hearing about."

Mystique nodded. "Yes I believe he's one of Xavier's he also goes by Spider-X I believe since the Brotherhood fought someone who seemed to be just like him. I think he's either the new kid Peter Parker or someone in the mansion that we haven't seen but that may not be true."

"Any particular reason?"

"Just a feeling." She said in slight anger. She wasn't sure but it had to be Parker, it also had to be him that had somehow ruined her persona of Risty, of that she was also sure of since after going over the events in her mind Parker had been tense around her like he could somehow sense something was wrong. "I'm not sure but he may have been the one to find me out, I don't know how, but we may need to change the plan a little, because if he can sense me I won't be able to take over and pose as Xavier."

Magneto nodded. "Test him out then. I'm curious as to why Charles would allow this. I'm sure he doesn't think humanity is ready for us, but this does pose a question. Maybe I should visit Bayville soon and have a...talk...with the boy."

Mystique grinned at the mental image of what would happen if Peter said no to his offer. "There's one more matter...about Wanda." She saw him tense up at that. "I think I've found a way to control the girl's temper and after that...maybe if she doesn't see the light you could always have Mastermind do his thing on the girl too."

Magneto considered this, he wasn't proud of how he handled the incident with his daughter but it had been necessary. Her powers were too uncontrollable just like she was...but if she was right and Wanda could be controlled. "Very well, take her but make it clear to her that you are doing this against my wishes and that I don't know anything about this, she might trust you more if you do."

**LATER THAT DAY**

Peter was going down some stairs into the basement of the house he was in, the guy's parents that had let him in had seemed really nice if a little old but that was to be expected. Then when he walked through a bead curtain the room looked like something you'd see in the 70's. But then again that was when Forge was around, before he 'disappeared'. He looked around an actually saw an eight-track player hooked up to a stereo system. "Talk about doing the time warp." Peter muttered as he saw black light posters and a beanbag chair.

"Hey Forge you in?" Peter shouted and from the other room the Native American boy from another time stepped out.

"Hey Peter what brings you here?" Forge said with a smile, since all his old friends had grownup and moved off he had been a little lonely but his friends at the institute had helped with that.

Peter walked over to him taking his backpack from his shoulders. "I need your help." Peter said seriously and handed him some notes.

Forge looked them over and then back to Peter. "Let's go to my lab." He led Peter to the other room which looked like a cross between a workbench with tools and a science fair stand. After Peter told him the basics he went into his theory.

"You see I figured that if all mutant powers were part of the X-gene then there had to be something common to each of them. But the question was what? Then I thought maybe there was some kind of bio-electric field or energy that all mutants have, that all mutants share because of the gene. Then what if you could find, isolate that energy and then place a duplicate of it overlapping that field?"

Forge took it from there. "Then the two energy fields may cancel each other out, like with sounds waves. But do mutants have this energy about them?"

Peter shrugged. "I don't know I was hoping you could figure that part out."

Forge smiled and changed his arm into his mutli-tool. "Maybe, let's see if I can slap something together." It took the entire day and Peter had stay there in fact he even asked if he could stay over with his parents and with the Professor. Both had said yes and after going back to the institute for a change of clothing and his homework he went right back.

After finishing his homework the two boys kept at it. It wasn't until the morning near noon that they thought they had finished their work. Peter was amazed at the speed they had done it in, but with Forge all the equipment had been made in a few hours. "So...what do you think?" Peter asked him showing a silver bracelet with a jewel in it.

"Well it worked on me but I think we should let Mr. McCoy and Xavier take a look at it." Forge told him seriously.

"Yeah...wouldn't be fair to get her hopes up." Peter said. He really hoped this would work out, if it didn't...then he wasn't sure what to try next cause this was the best idea he had come up with.

It was later in the after noon when Peter walked up to Rogue and Kitty's room. This was it, this was what everything he had been working for. He knocked on the door and she heard Kitty say to come in. Peter walked in seeing Kitty by the desk working on some homework while Rogue was reading one of her Anne Rice novels. He looked over to Kitty. "Hey Kitty you might if I talk to Rogue for a second? It's kind of important."

This got the attention of both girls and when Kitty saw the panicked look in her face she knew that Rogue was thinking that Peter was going to break up with her, in fact she had confessed such fears to Kitty a few times because of the no touching thing but Kitty knew better then that. "Okay, sure." She said simply and walked out the door shutting it.

Rogue could see that Peter was nervous and took a breath. 'Oh god, he is going to break up with me.' Rogue thought sadly. 'I knew this wasn't going to work out.'

Peter sat down on her bed and kind of notice how tense Rogue was at the moment. He didn't know why but he figured to move on. "Rogue...ever since that first day I say you, I thought you were beautiful and when I got to know you I felt at first friendship...then it turned to something more. I also can't tell you how unfair this is about your mutation. You're a great person inside and you don't deserve this."

Rogue was near tears at that point but tried her best not to show them. 'Why can't he just get it over with? This is too hard to listen to knowing this is it.' Then to her surprise and confusion Peter pulled out of his pocket a silver bracelet with a red jewel in the center.

"I've been working on this for some time and with a little help from Forge and after testing it out with Mr. McCoy I finally think I found a way to help you." Peter told her as he gently too one of her hands and placed in one her. Rogue wasn't sure what was going on then and when Peter seemed to press on the 'jewel' it turned green. "Rogue...do you trust me?"

She looked from the bracelet to Peter and looked into those brown eyes of his. She loved looking into them and what she saw in them when he was looking at her. She nodded to him, because she did trust Peter, he was the nicest trustworthiest guy she knew.

"Close your eyes." At first Rogue didn't then when she did she waited. Her heart was starting to beat fast not knowing what Peter was up to then she felt it. A hand on her cheek, she gasped and pulled back her eyes popping open.

"Are ya nuts?! Peter you can't just touch meh like that! Ah can't...touch?" At first she didn't notice it but then she didn't have any more of his memories or thoughts in her head, in fact she didn't feel the sensation that she felt when her powers activated. She place one of her hands to her cheek where Peter touched her, had _actually_ touched her. "H...how?" She nearly whispered out.

Peter smiled broadly at her. "That bracelet is a power nullifier. It blocks your powers as long as it's on."

Rogue looked at the bracelet with wide eyes. 'This can't be happening, this has to be a dream, please don't let it be a dream.' Rogue said in her head. Then she looked over to Peter and quickly as possible ripped off her gloves. Then with he hands slightly shaking she reached out and actually touched Peter's face. She couldn't believe it she was touching him, she never felt so much emotion at that point she started to cry and Peter started to wipe away her tears.

"Is this real? Please tell mah this isn't a dream." Rogue begged Peter.

"It's not a dream Rogue, this is real." Peter said gently to her and Rogue quickly hugged him tightly. She could feel his hair and his skin on hers and she just burst out crying. She didn't want to but for the first time in two years she was able to touch someone without fearing anything.

"Oh god thank you Peter, thank you." She said holding him tight. This was the best day of her life, for the first time she had hope for the future. Peter was rubbing her back and holding her, and then Rogue pulled away and gave a small laugh as she wiped away her tears. "God ah feel so embarrassed."

"Don't be." Peter said touching her cheek again brining her head up meet his look. "You deserve to be happy Rogue and I just wanted to help you with that."

Rogue smiled at that. "You have." Then her heart started to race, as she was about to try something she had wanted to do for so long. She took Peter's face in her hands and slowly leaned in then she lightly kissed his mouth. Her first real kiss, without anything protecting him from her skin. He wrapped his arms around her waist and slowly their kisses got more hard and passionate.

Kitty was outside waiting for whatever it was that they had to talk about. She heard Rogue cry out then she thought she heard some crying or something but stopped herself from going in until fifteen minutes had passed then she had enough so she phased herself inside the room. She wasn't prepared for what she saw.

On Rogue's bed Peter was laying back with Rogue on top on him, but what really was the shock was the fact they were kissing, actually they were making out and Peter had his hands running over the skin of Rogue's lower back under her shirt. "OH MY GOD!" Kitty nearly screamed out which startled the two of them both blushing from both Kitty walking in on them and from what they were doing.

"Rogue-Peter-how-but-she-you...huh?" Kitty just stared at them slack jawed at the sight of them then Rogue jumped off her bed and walked over to Kitty.

"First thing, from now on knock, secondly." Then Rogue hugged Kitty who at first tensed up but soon realized that nothing was happening to her when their skin touched and then when she pulled back Rogue showed her the bracelet. "Peter made this, it blocks mah powers!" Kitty screamed in joy and hugged Rogue again.

"This is soooo great! Who else knows about this?"

Peter answered that. "So far Forge cause he helped me finish that, Xavier and Beast cause they wanted to make sure it worked, later today Xavier will get everyone together to announce it, but as soon as Xavier and McCoy gave me their approval I came right here to tell Rogue first."

Kitty smiled broadly. "That is so great, I won't like tell anyone I don't want to spoil the surprise but you tow might want to fix yourselves up before you to go." Rogue checked herself in the mirror and saw some of her makeup had started to run a little from the tears. Peter then looked and saw the purple lipstick on his mouth and a few on his neck.

"Whoa...thanks for that." Peter said whipping it off, he really didn't want to give Logan a reason to use him as a wet stone. Kitty just giggled at that seeing them make themselves presentable and the fact she was overjoyed for Rogue and Peter. Since now they could finally have a normal relationship.

**OSCORP FACILITY – BAYVILLE**

Norman Osborn a self made man and one of the most ruthless business men in the country walked through the facility that he had made in Bayville. This complex was supposed to be at least to the public a research facility. That much was true with the exception of what they researched. They did everything here from bio warfare, new weapons and other such things.

As he walked the halls in hi five thousand dollar suit, his grim face and closely cut brown hair and the steel gaze gave him the appearance of someone not to be fool around with. He passed by a few of the labs, there was Octavius and his new fusion battery work. He had been shown some promising work in the reports even though the money for his unique 'tools' was a bit much that device of his held a few military possibilities as well. Then there was Professor Miles Warren and his bio labs. He was researching possible cloning but it was still untested.

There was also the new formula that was supposed to increase intelligence made by his old business partner Professor Mendel Stromm, but that man had tried to embezzle money from his company was now in prison but they were still experimenting with the drug. There was also Professor Spencer Smythe head of his robotics devision and his brilliant son, Alistaire Smythe.

But at the moment he worked his way to one of the more heavily built facilities where the bio weapons division was. He went through several security checks and sterilizations procedures before he went into the actual work place. He saw many different scientists in sterilized outfits doing all kinds of tests in the large room, some in sealed in chambers while other watched, other just looking at computer simulations and computer data.

He made his way over to where he was informed the new project was being made. He walked up to one of the scientists, he didn't remember his name, and spoke up. "So what is it you wished to show me, and this had better be good. Coming all the way from New York to this place takes time and my time is worth a lot."

"Of course sir." The man said but there wasn't much nervousness in him so Norman figured the man thought what he had was worth it. "This way please." He led him into a room and in the center was a small clear canister with black liquid. "This is what me and my team have been working on. This 'liquid' is actually alive."

Norman wasn't easily surprised but that had done it. "It is?" Looking to the scientist then back to the black substance and she swore he saw it move in a pattern that looked like it might be alive.

"Yes it is." The man said proudly. "In fact we are making it to 'bond' to a human host that will cover that person giving him incredible strength, resistance to normal means of attack like gun fired, resistance to any and all biological viruses, illnesses and a regenerative abilities. The full extend is still untested but one person wearing this will be like a one man army."

Norman leaned in and gave a predatory smiled as he looked at it. This was worth it, it would be the ultimate battle suit and worth millions to the Defense Department. "What do you call it?"

"This...is project VENOM."

* * *

**NEXT UP CHAPTER 42: THE WITCH**

**Yep, Wanda comes to town and she's bringing trouble. Also to all of you that caught on all the people working at Oscrop will be major headaches for spidey later on so you should know of a few things that I got planned for later on in this story.**


	42. The Witch

Janusi: Scorpion won't show up for some time.

Morlin: Since it's the EVO world I'm making him a prodigy child genius who is about 20.

Slickboy444: Hey J.J. Jameson is the kind of character you're supposed to hate so don't feel too bad about it. Plus I'm glad you liked the Peter/Rogue scene too and Peter will deal with Jameson soon.

Spyder616: Yeah he'll get something as well.

celtcath74: The stone isn't behind her powers, it's just a fake jewel with a light in it. Magneto will show up to face off with Peter.

TheLegendaryManHimself: It's before the Mastermind thing he was a backup plan like in the show until she tried to kill Magneto. Glad you liked it and those are just the beginning of the spidey villains that will show up.

X-Over: Well certain things like you said will happen but not yet. Also Apocalypse is WAY off in the future in this story, but look out for Magneto.

Joseph McKinley: Yeah I know what you mean but then again I can only write so much of the same kind of angst before I run out. No Brock will still be Venom, plus I didn't want to go the space creature route with the symbiote.

Erich: Hank was more of an observer not a test subject, I didn't want to use the same thing twice like in Daytripper, I wanted to go in a more original route, and yes Magneto and Mystique aren't far behind.

The Uncanny R-Man: You might know who will get killed when you see them. Glad you liked the scene with Rogue and Peter too.

Lord Destroyer: Well that was where I got the idea for it but no Genosha or slaves of there. Yes this Venom will have all the same abilities and weaknesses, as for Mystique you'll have to wait and see.

And thanks to: Episodic, Kaliann, psychobunny410, Red Witch, ldypebsaby, Sparky Genocide, malciah, Stoneman85, Mark C, Jaguar, Star Lin,

**A/N: I can't believe I'm over 40 chapters and over 600 review at this point...I never thought this would happen and thanks to everyone who reviewed and kept me motivated to keep on going.**

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**SPIDER-X  
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**CHAPTER 42: THE WITCH**

Everyone was downstairs in the living room wondering what was going on, there were a few rumors and they also noticed a smirk on Beast and Xavier's faces and so everyone knew that those two knew something, but the other adults were just as in the dark as the rest of them. Kitty however had this big grin on her face and was nearly bouncing in her seat with excitement. Kurt was sitting next to her figured she had to know what was up. "Kitty vhat is it? Vhat's going on?" He whispered to her.

Kitty just shook her head. "Sorry fuzzy not this time I promised but trust me, it's going to be great."

Upstairs Rogue was finishing getting herself straightened up from her and Peter's...well...'excitement' over her ability to finally touch. She looked at the bracelet on her right wrist and grinned. Peter had explained a few of the details, like how it ran on a battery that had to be charged or replaced every six months if it was left on all the time, and a few other things like how it clamped onto her wrist with just enough room so it didn't pinch her arm or fall off, plus it was completely water proof so when summer came around she could finally go swimming with the others.

She couldn't help but smile, in fact she hadn't stopped smiling and she figured it would last the entire day. Plus what she and Peter had shared...that was incredible, she never kissed anyone before let along make out with them like that and it was a thrill. When his hands touched her bare back it had sent electric currents through her spine. She blushed a little at the memory, god that was so good, now she only had to worry about Logan and May. She wasn't sure how Peter's aunt might react, possible happy but Logan. So far he had left her and Peter along with the not touching thing, but now...she just hoped he behaved.

There was a knock on her door. "Come in." She saw Peter poke his head in with a smile and then came in the entire way.

"Hey, everyone is waiting. They are so going to be surprised." Peter told her.

"Tell meh about it." Rogue said. She was actually looking forward to surprising everyone. She got up and stopped. "Oh wait, ah want to do something first." She pulled off her fishnet shirt, she did like it, but at the moment she wanted to just wear the dark shirt she hand underneath. "Okay now ah'm ready." She told him smiling and holding his hand.

**-Brotherhood Boarding House-**

Lance was in a bad mood, mostly because of Max...again. The guy was turning out to be a real jerk, and he acted like he ran the place sometimes, he also didn't see what Tabitha saw in him, especially lately. He walked into the Kitchen to find a snack, since it poring rain out there was no way he was going out in that. So when he entered the kitchen he saw Tabitha there sitting at the table, she was just staring into her drink.

"Hey Tabby, what's wrong? Normally you're the happy one in this place." Lance said sitting down.

"Huh? Oh nothing...just...just a little tired I guess." Lance didn't buy it though then he noticed some bruising on her left wrist.

"Tabitha what happened to your wrist?" He aid in concern, but when he tried to touch it she pulled it away, then he looked at her face and saw how she was avoiding his look. "Tabitha...did Max do that?" He asked angrily, sure Lance knew he wasn't exactly the best guy in the world, he had his problems but something like that he would never do.

"It...it was an accident. I just made fun of how uptight he got around the X-Men and he didn't like it."

Lance just got angry with that. "Tabby you know no one deserves something like that! Where is he? I'm going to kick his ass!" Lance made to get up but she stopped him.

"Lance don't please he'll kill you!" Tabitha told him and he saw the fear in her eyes. "Lance...he...I...when I told him to back off that I wasn't going to see a guy that could grab me like that...he...he told me what really happened to his dad and this other guy that picked on them." She got a terrified look on her face remembering how Max had looked when he had said it. "He fried their brains Lance...he turned them into vegetables. They're both most likely still in a hospital bed drooling for the rest of their lives...please Lance...don't." She begged.

Lance was horrified by the story, he couldn't believe Max would go so far...then again looking back on it...maybe he could. He just didn't know how dangerous that guy was. "That's it we're out of here." Tabitha looked up in surprise. "Look Tabitha there is no way you're staying here so I'm taking you out of here. Plus if I do that I'm pretty sure both Max and Mystique will be pissed with me."

"Yeah but where would we go?"

"Xavier's. It's the only place and no matter what it's better then here...so...I say we suck it up and just go." Lance told her, it was the only choice he hated to leave the guys but this was more important. Just then the front door was opened suddenly and they both hear Pietro scream something then a bang sound. Both of them ran into the other room and saw a girl with a wild look in her eyes with long messy hair standing next to Mystique.

"Wanda, go up stairs and get cleaned up...I'll have a talk with the others." Mystique said and the angry girl didn't move at first then she stalked her way up there. Pietro who had been sent into the couch got up.

"W-w-what's she doing here!?" He yelled at Mystique. "Wanda is like a witch with those powers, she was too dangerous, that's why father-"

Mystique cut him off. "Shut up! Listen everyone." She commanded as the others in the house started to gather around. "Wanda believes that I freed her and that her father doesn't know about this, in fact I said that if she worked with us she could have a shot at Magneto."

"You can't mean that!" Pietro shouted, from the look of Wanda she wasn't in the mood for a friendly father and daughter bonding.

"Of course not!" She snapped at him. "She just thinks that until we can convince her to join us...besides Magneto has a mutant named Mastermind that we can use to 'persuade' her if we need to. Now none of you are to tell Wanda that we work for Magneto, as far as she knows I run things and that's how she'll see it...got it?"

Everyone agreed but Lance and Tabitha shared a look, and he nodded his head to the kitchen. She followed him in and when they looked Lance leaned in. "This is really getting messed up. I mean using that girl like that is nuts."

"Tell me about it." Tabitha said her mood a bit darker, she remembered how her own father had used her. "Lance...we can't leave...not yet. This isn't right and we can't leave her here, I mean you heard what she said about this Mastermind guy, we can't let that happen."

"But what about you?"

Tabitha gave a smile that was more forced if anything. "I'm...kind of used to being treated like this...I can hold out a little longer but we need to get this Wanda girl to trust us and to get her to see the truth." Lance didn't like this, in fact he hated this...but she had a point, they couldn't leave the new girl here.

"Alright...but if Max hurts you again I'm still kicking his ass."

**-Xavier's Living Room-**

Everyone was waiting to see what this was all about but no one expect to see the sight they saw. It was Rogue without gloves, and her fishnet top on and she was holding Peter's hand. Everyone just stood or sat there staring in shock, at least those that didn't know. Xavier and Hank smiling proudly at the happy look on Rogue's face and Kitty was just gigging like crazy at how everyone was looking.

Scott was the one who broke the silence. "H...how?" Pretty much the question they all were thinking.

Rogue held up her other hand to show off the silver bracelet with a jewel in it. "Peter, with some help form Forge made this for meh. It turns off mah powers, so ah can touch! Ah can really touch again!" She exclaimed. Everyone rushed over to her congratulating her and Rogue didn't shy away and gave everyone a hug, she wanted to enjoy every minute of this.

While this was going on Peter pulled Scott and Jamie aside to Xavier and Hank. "Guys just so you know that I've been thinking and I think I might be able to get something for the both of you two."

"You can?" Scott said surprised yet hopeful. For years he only had to see varying shades of red and if he had the change to see the world again...it was one of his greatest dreams.

"We don't have to wear bracelets do we?" Jamie said not liking that idea.

Peter laughed. "No, Forge and I got the idea of maybe converting a couple of holowatches or something, we need to work on a few prototypes but it might work." He told them, and then looked to the Professor and Hank. "With some help of course."

"I would love to help you and Forge with this, in fact this is fascinating." Hank said thinking about the project.

The Professor was thinking about this as well. "You know Peter...this could help out a friend of mine on Muir Island. She runs a hospital and research place to help young mutants who are having trouble with their powers, either physical or mental. This could help the more...extreme cases."

"Really?" Peter said surprised. One of the reasons he went out as Spider-Man was to help people, the fact he could help someone without his powers...well, that was kind of cool actually, it felt nice to be able to help people as himself, Peter Parker and not as Spider-Man.

"That's so cool!" They turned to see Spyder there nearby. "You mean Jamie can play at school like everyone else now?" She asked hopefully she knew how much Jamie missed out on that.

"After a while yeah." Peter told her.

"But how am I going to explain how I can suddenly play again?" Jamie asked them all. That had stumped them. Well everyone but Spyder.

"Easy, that doctor you were sent to misdiagnosed you and when you went to another doctor he said you didn't have it."

The others looked at each other but it was Jamie that spoke up. "Cool! That could work, thanks!"

Spyder smiled and shrugged. "Any time. Oh wait what's the time?" She looked at her watch. "Oh man we were supposed to go over to Billy's, remember?"

"Oh yeah...with all of this I kind of forgot." Jamie said looking down a little.

"I take it you three have gotten close." Xavier said with a small smile, it was moments like this, humans and mutants living together and in this case having friendships that gave him hope for the future. "If you need a ride I'm sure someone will offer you one."

"Cool, thanks." Both of them said at once.

On the other side of the room Rogue was still going through everyone, she wanted to touch everyone at least once. Then she came to May, ever since this woman had come here she seemed to add a gentle home-like quality to the place. May smiled and hugged Rogue. "I'm so happy for you child." May said to her ear. "For you and for Peter, I'm glad he was able to help you and that you two can finally have a normal relationship like you two deserve."

"Ya mean...y'all aren't worried now that we can touch?"

"Of course not, I trust that you two will keep things from going too far." May said a little sternly.

"Maybe you should have a little talk with stripes and sticky later on." Logan suggested. Rogue gave him a dirty look while May thought that over.

"I think that should be appropriate." May said and Logan smirked at that. Sure he had let both Rogue and Peter do whatever they do because he didn't have to worry about them getting too close. Although Peter did help out Rogue a great deal, he was going to give them a few days to live it up before he started watching them like he did with the others.

Besides he figured having May give those to 'the talk' would keep them from going too far, since that would make them remember that Peter's aunt lived with them and would spoil any mood to go that far. He grinned to himself, too bad he couldn't use that with the other kids, well maybe Evan with Ororo but it seemed Evan was still single so he didn't worry about that...yet.

**-Brotherhood house-**

Wanda was in the room that she was told she was going to share. It was kind of a mess and had posters all over the place too. She had just finished cutting her long hair shorter and had a talk with her brother. She still couldn't believe that he was here, he had left her alone and now he wanted to be back in her life again..._please_. She knew he must be just being nice so that she didn't hurt him, but it wasn't him that she wanted to hurt...that was reserved for their father.

"Hey, so you're the new girl huh?" Wanda turned to see the blond girl she had seen earlier down stairs. "Man I can't tell you how great it is to have another girl in this place." She just walked in and sat down on the bed. "So...do you want the bed since you don't got one yet? I mean it's just that I heard...well...we were let in on what happened to you, so I think a nice bed is owed to you girl."

Wanda studied her. "What do you want?" She said harshly.

Tabitha just smiled and shrugged. "Hey I just want to be friends...besides...let's just say you don't got the monopoly on deadbeat fathers, so...well let's just say I'm glad he's out of my life."

Wanda looked at the girl, but she seemed to be honest about that, she noticed how when she talked about her father she still smiled but it was more of a forced one, she had seen her eyes get this sadness on them and Wanda figured maybe she did have a rotten father. "My dad put me in a mental hospital so what did yours do?"

Tabitha's face fell. "When why powers showed up...he forced me to steal for him, he's just a two bit crook and just wanted me to help him get rich. In fact he never really cared for me before I got my powers and then he suddenly wanted to be my 'friend'. Of course I didn't fall for it, so then he turned to threats...plus...he...he hit me a few times too."

Wanda couldn't help but feel bad for the other girl and sat down next to her. "I'm...sorry to hear that."

Tabitha just shrugged it off and put her arm around Wanda. "Hey he's long gone now and back in jail. Besides I think we neglected and abused kids should stick together anyway. Hey you want to crash the mall soon? Get you some new clothes, and I know of a few friends of mine you might like."

Wanda got the feeling that this wasn't negotiable.

**-Peter's Room later that day-**

Peter was on his bed with Rogue laying next to him, they were both on their sides holing each other close and occasionally kissing. Rogue was savoring every minute of this, she was still worried that she would wake up and this was all a dream. After kissing Peter she snuggled up against him and sighed. "Ah can't believe this day has happened...Peter...ah can't thank ya enough...ah mean first ya make me feel better about mahself when ah'm down, you have always been there, especially during the Risty thing...ya made me open mah heart for the first time and now...now ah can touch."

"I had to do something to help you Rogue, you don't deserve to live your life without knowing what it was like to touch another person." Peter said softly. She hugged him closer, and Peter smiled as he felt her against him and smelled in the scent of her hair. He had dream like this, him holding her and was glad for this moment.

Then it was ruined by a knock on his door and the two teens pulled away from each other. "Come in." Peter said and he cringed inwardly as it was his aunt.

"Ah good you're both here. I figured Peter it was time we had a discussion with you and Rogue."

'Oh man, not this.' Peter thought to himself. "Really if it's what I think it is, it was all covered in health class."

"I'd figured but I think we should talk anyway." May said sternly, "I may accept that you two are eighteen but I also want to tell you two not to rush things and to careful."

Peter thought he was going to die from embarrassment and Rogue wasn't far off. 'Ah sear ah'm gettin' Logan for this.' Rogue thought over and over in her head.

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**NEXT UP CHAPTER 43: EVIL ATTACKS**


	43. Evil Attacks

Aaron: Acolytes won't show up until later, and the Black Cat will show up later as well. Tings between Max and Tabitha will only get worse.

Stoneman85: Mainly the Brotherhood and Scarlet Witch but Magneto will show up too.

Star Lin: All three will get out of there but it's going to be a real mess.

Episodic: Yep I went for the broad range of emotion on this one. What can I say, other then I want my stories to be worth it. Plus it breaks up the mood of the story nicely. You'll get your violence in the next chapter.

Mark C: Oh yeah the other shoe will drop, since that seems to be how the Parker luck works. Peter will deal with Max later on and let's say that the Brotherhood will no long be the same when things get intense in later chapters.

Slickboy444: I don't got plans for Peter going to Muir Island in this fic, and I'm going to still have Evan leave for the Morlocks, I never liked him. Yeah I'm kind of commenting on abusive relationships in this fic, might as well get a message out you know, plus I always thought if Tabitha had stayed those two might have connected.

Vegabond: Actually the showdown with Spidey and Electro will happen after the symbiote thing.

TheLegendaryManHimself: Yeah Lance may not be perfect but at times he did try the right thing, I wanted to explore that more, you'll have to wait and see about Wanda though.

X-Over: I'm not sure about Gambit and Colossus, there will be a connection with Osborn and Trask later on, Arcade might show up later, I'm not too sure he was kind of lame in the show.

Joseph McKinley: I did skip that? Oops sorry about that, I'll do something like that later on though. Yeah Black Cat will show up again and I loved that issue too.

The Uncanny R-Man: No Lance is just looking out for a friend, and I really wanted to make everyone hate Electro.

Lord Destroyer: Well you'll see this chapter if they do, you'll see what Rogue and Peter have in store for Logan, and yes those things would have on/off switches.

And thanks to: Spyder616, psychobunny410, fire inu, ldypebsaby, Erich, Janusi, Sparky Genocide, Jaguar, demonman21, Talliecat

**AN: Please STOP asking me when Venom will show up, I'm getting to it alright, just be patient.

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**SPIDER-X   
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**CHAPTER 43: EVIL ATTACKS**

A few days after Wanda had settle in things were going well. So far Wanda was enjoying Tabitha's company, she showed her around the mall and stuff and got some new clothes. She had to admit that Tabitha talked a bit but she was okay to have around. Then she also had her 'training' with this old woman that Mystique knew named Agatha. She looked really old and wore this cloak and stuff that looked like something out of Salem back during the witch trials.

She hadn't met any of Tabitha's friends lately but that was because she wasn't ready to meet anyone else at this moment. She walked out of their shared room and downstairs she really didn't like this place, the smelly kid Toad wouldn't leave her alone, her brother was also here although he stayed clear of her and even though she owed Mystique for getting her out of that place the woman gave her the creeps.

"Max I told you I'm just going out." She heard Tabitha say.

"You mean with those x-geeks right? Whose side are you on anyway? What are you seeing on of them behind my back?" Max the blond haired boy she had met was yelling. She knew that he and Tabitha had been dating but the boy made her uneasy. She walked into the kitchen seeing him grab her arm forcefully.

"Max let go your hurting me." Tabitha said winching from the obvious pain. That was it for Wanda, he fired a hex bolt at Max that sent his arm's muscles jittery and he opened his hand releasing Tabitha. He turned and glared at the Goth girl.

"This is none of your business witch." He hissed at her.

"When you hurt my friends it becomes my business." Wanda said angrily at her and both of them charged up their powers, Wanda's hands glowing blue and Max having electricity dancing around him. Both were ready for a fight.

"That's enough out of both of you!" Mystique told them and both teens reluctantly stopped but they were both glaring at each other. "Now I want you all suited up, it's time we made ourselves known to the X-Men and for Wanda's début."

"But Max-"Wanda tried to tell her but Mystique wouldn't hear it. Instead she ordered them to get ready and looked at Tabitha.

"Hey I'm not feeling well so I'm out of this." Tabitha said walking past the blue shape shifter but Mystique grabbed her arm and it just had to be the same one Max had.

"You're on thin ice Boom-Boom, you either pull your weight around here or you're gone. This is the second time and if there is a third I'm kicking you out on your butt faster then you can pack." She said coldly to the teen and let go of her already bruised arm. Tabitha clutched it and ran up to her room.

Wanda went up there and went inside to change but Tabitha was just sitting on her bed and looking more depressed then she ever thought of her. She tried to get her to talk but she just stayed silent. Wanda changed into her Scarlet Witch uniform and walked out giving one last look to Tabitha over her shoulder before closing the door.

**-Bayville Mall later that night-**

All of the X-Men stood outside the mall, the Professor had told them all that the Brotherhood for some reason was here and Cerebro was picking up a lot of power usage. "What exactly are these guys doing here?" Spyke asked.

"I don't know but it can't be good." Scott told them. They managed to get inside with Jean's powers opening the doors without the alarms and they split up into teams. Kurt and Peter were looking in one area of the on the second level. Rogue and Kitty had the other side. Down below was Jean, Scott and Evan looking around.

"Man this place is deserted what is goin' on here?" Rogue asked Kitty quietly.

"Mystique thinks it's some kind of grand trap." Said a voice and they saw Lance in his Avalanche uniform step from a corner. "But if you ask me it's kind of lame." Rogue got into a fighting position but Lance held up his hands. "Hold it." He looked around to see if anyone noticed then back to them. "I'm not here to fight in fact...I need your help."

"Like what's going on Lance?" Kitty asked him.

Lance sighed. "Look...I'll give you guys the basics. Max is hurting Tabitha and I need to get her out of there, I want you to ask the Professor if he's willing to take her back."

Both girls didn't know what to say to that. "Oh my god is she like...okay?" Kitty asked him. She knew Max had a temper and from what happened to that creature from the dance she knew he was dangerous.

"For now...yeah...but that can change the guy's nuts and...we need to know if he'll let her and me come back. Plus one other."

"One other?" Rogue asked him. "Who?"

"We got this new girl Wanda, she's Pietro's twin brother and she's got a major hate on for Magneto but she thinks Mystique is working against him and she threatened us if we say anything to her we'll regret it...so me and Tabitha are staying until we can get that girl out of there with us and the three of us need a place to go...so please ask him."

"Of course I will, I'm like sure he'll say yes." There was sudden commotion from other places in the mall. "What's going on?"

"It's started...please I don't want you to get hurt Kitty so stay down." He looked at Rogue. "I'm going to have to fight you know...so they don't get suspicious." He told her and she nodded. "Don't hold back."

On the other side of the mall Peter in his X-Men uniform and Kurt were dodging Electro in his usual green and yellow lighting costume. "It's payback time insect and you're little furry freak of a friend too!" He shouted firing his electrical attacks at them while the two kept dodging but the walls and the electronic store they were in was getting trashed.

Evan was busy in a clothing store as Quicksilver was running around burying him in clothing, Fred was battling Cyclops throwing whatever wasn't nailed down and even some stuff that was at him. Scott kept on rolling out of the way and firing at the objects and at Blob a few times too.

Toad was left with Jean who was trying to spit slime in her face to blind her but she kept on either deflecting them or making shields to protect her. He jumped towards her at one point and she sent him right into Blob. "Hey watch what you're doing to my friend you!" He snapped at Jean and moved towards her.

She tried to move him but only slowed him down but Scott took that chance and fired two shots to the back of his knees causing him to fall over. Pietro was having the time of his life playing with Evan. "Oh come one I would have thought you have gotten better at this by now." He said confidently. "You couldn't hit me even standing still."

"Then why don't we try that out then?" Evan said to him firing more spikes that only missed. Pietro just laughed but then the ground started to shake and he lost his footing.

"Hey what gives?" He thought Lance was over using his powers but when he turned to see Rogue with one of her hands stretched out he knew Lance was out of the game.

"Hey Pietro!" Evan called over to him and he turned just in time to see a bunch of spikes flay at him and stick him to the nearby wall. He struggled to get free but couldn't. "Thanks Rogue, what about the others?"

"Ah don't know Kitty is seeing to them." She explained she also didn't mention how with Lance's memories she know knew he had been telling the truth and that this was all a set up for Wanda. "We got to get back with tha others, they got a new player and she's a nasty one."

The electronic store was now completely trashed. Kurt and Peter were nearly singed so many times they lost count only teleportation and spider sense were able to keep them save from Max's rage. Peter would have tried his webbing but every time he stopped Max would through electricity at him and it took most of his concentration just not to get hit by it. "Kurt I need a little distraction." Peter shouted.

"On it." He called back and teleported on Max's back.

"You little!" He charged his body like before but Kurt teleported off since he remembered what had happened to Kitty the last time they fought this guy. Peter took aim and fired one of his new stingers. It nailed Electro in the neck and he tried to grab at it but the toxin already took hold and his body fell to the ground.

"Damn...remind me to give that guy a book on anger management will you?" He said to Kurt who smiled at his joke. Kurt teleported them to the main floor where everyone had gathered.

"So...is that it?" Peter asked looking around seeing Toad and Fred, who Rogue had absorbed when she and Spyke had come on to the scene.

"No..." Rogue said to him. "We got her to deal with." They all turned to see a Goth girl with dark hair with red high lights on the bottom in a red clothing and coat with long black gloves. She also had on an angry glare that could melt steel.

"Oh man." Peter said his spider sense going nuts. "We are in so much trouble guys."

"She doesn't look so tough." Evan said and grabbing his skateboard went forward and fired his spikes but Wanda just gestured and they flew back at him pinning him to the wall like he did with Pietro. "Oh man! How did she do that?"

Jean tried her hand and hand did the same only Jean's powers got used against her and she was sent flying back into Kitty. Peter made a web line and went high while the others went low. Wanda sneered at them and the ground seemed to shack and tear itself apart. The other had to dodge pieces of the floor that seemed to fly at them.

Peter tried for a web blast but Wanda dodged and fired her hex bolts at one of his wrists. The shooter actually exploded in webbing from the canister bursting. "Oh man!" Peter cried out landing on the ground. His left arm was wrapped around his body in webbing and he was trying to pull himself free since it was also stuck on the ground.

Scott went for an optic blast but Wanda sent the beam wide just missing Rogue who was thrown back. "Who is this girl?" He said out loud, they were getting their butts kicked by just one mutant and things weren't looking good. He noticed Jean was up and Kitty had freed Evan by phasing him. Peter had managed to pull enough of his webbing off to move around but the left side o this body was still mostly covered and Rogue was slowly getting up.

Wanda raised her hands in the devil sign and yelled out and every light and other electrical object exploded at once. Scott was going to try another charge when he heard Xavier's voice. _'Scott that's enough, get everyone out of there now!'_

Scott didn't like running in fact he hated it but he felt the Professor had a reason. "Guys we're out of here, now!" The others managed to get themselves up and retreated back to the front of the mall. Mystique walked out of the shadows and grinned, it was a good idea to bring in the girl she alone managed to turn the tide of battle.

Outside the others saw Xavier with Logan and he looked relieved to see them all. He had picked up on Wanda's powers with Cerebro after he had sent them and had gone here immediately with Logan. "I'm sorry Professor we failed...we...we were beaten." Scott said, even though he knew the Professor called them back he knew that they also didn't do so well against the Brotherhood's newest member.

"Failure is a part of life Scott, we can learn just as much from those as our successes." Xavier told him trying to ease the sense of failure he was getting from Scott and the others.

"Maybe, but it still feels rotten." Scott said walking on with the others who had never really lost before and this was a first for them.

**- Two hours later- **

Peter couldn't believe his night so far. Him and the others just got their butts handed to them by that new Goth girl in red and now he was out web swinging to loosen up. He still had a few aches but nothing too bad to complain about, but his new web shooters were trashed and would take a few days to fix, so tonight he was using his original ones. Right now he was just looking for some kind of crime or something to help him feel better. Doing some good might make up for how they blew it earlier that night.

He landed on a rooftop and found it was eerily quiet for this night and just sighed. "Well might as well turn it early anyway." He said to himself but then his spider sense kicked in. He looked around but didn't see anyone but jumped as a TV antenna ripped off behind him and narrowly missed him. Just then a few more metallic objects began flaying around him and he kept on dodging them.

He jumped off the roof trying to get away and used his webbing but the objects still were after him. 'Man what did I do to piss off the gods? I mean really, does anyone else have this kind of luck?' He had to keep dodging the metal objects and had to alter his course until he finally got to another rooftop and when he looked behind him the objects just floated there. He wasn't sure what that meant until a few second. "Aw crap...I just got herded here and that means a trap."

"Not necessarily." Came a dark and deep voice as he saw a man in black body suit with red armor a purple cape and a helmet that hide his face in shadows.

'Oh man I think that must be that Magneto guy I've heard about, better play stupid on this one.' Peter realized. "Okay look bucket head I don't know who you are but if you're the one that has been going all poltergeist on me with those things knock it off."

"Do you think I honestly wouldn't know you're one of Charles'?" He asked him.

"Who?" Peter asked him trying to sound convincing.

"Fine then play it that way. But you know I am Magneto and I'm not here as your enemy but as your friend." He floated down to face Peter. "We are not like humans you and I. We are better then them we are the future. You show these humans your power but why do you waste them on helping them? You know they would turn on you in a second they don't deserve you, and your gifts are wasted here. Join me and I can show you how to use your power to the fullest to ensure the survival of our species and to bring our people to the world as gods."

"Because compared to them that's what we are, they are weaker then us and that's why they would be afraid of us because they know their time is up when we come out into the light of day. You've already shown them that this world has more then what they thought. You think they think of you as their 'hero'? Their 'champion'? Don't delude yourself, you have the power and I say use it."

'Okay...this guy is officially permanently out to lunch.' Peter thought to himself regarding Magneto. "Look first off I think Lucas will sue you for ripping off the Darth Vader thing you got going, and I was taught that with great power comes great responsibility and lastly...you're a nut job."

After a minute of silence Magneto spoke. "I see...pity." Peter's spider sense kicked in and he jumped as a roar was heard and a guy with blond hair in a brown trench coat that looked like a bigger meaner version of Logan tried to jump him from behind. He realized that this had to be Sabertooth that he heard the others talk about and he certainly lived up to the hype.

He had to move quickly to dodge the attacks but Sabertooth was a lot faster then he looks and Peter barely dodged several attacks. "Enough of this." Magneto said and while Peter was in mid air the metallic objects seemed to collapse into spheres and slammed into him in several places and he landed not to pretty on the ground.

Peter groaned and tried to get up but Sabertooth didn't give him the chance as he grabbed Peter's neck. Peter tried to fight him off but Sabertooth slammed him in his gut forcing the wind out of Peter. Magneto looked at Spider-Man. "I'll give you one more chance...join me or be destroyed."

Peter coughed and managed a few deep breaths. "You...really...had to ask me helmet head?"

Magneto narrowed his eyes at the insult. "Finish this." He told Sabertooth. A shadowy figure had been close by watching this and knew he had to act. For the last two days he had been using his talents as the man he saw that inspired him, and that man now needed his help.

Sabertooth went for the kill when he noticed something gliding towards them and he was kicked in the face but not a normal one the boot that hit him sent a shockwave of some kind right into this face sending him flying back, he also felt his nose break but he didn't care, all he cared about was this new guy. He was about the same build as the Spider, so he most likely was just another brat.

"Who do you think you are?" Magneto asked him. The stranger was in dark green suit with a dark purple cloak that was nearly black. He had clawed talons gauntlets and strange boots that were both the same color as the cape and mask. The mask itself had two large dark designs over the eyes and one more from the chin to the nose. He also wore some kind of belt that looked like something Batman might wear.

"You can call me The Prowler and if you mess with him you mess with me dude." The voice was deeper then it should have been most likely due to some kind of voice synthesizer.

"Very well then...take him." Magneto ordered.

"With pleasure." Sabertooth growled and leaped forward. The Prowler seemed to jump up higher then any normal person should be and landed a few feet away he tried to jump again but Sabertooth was ready this time and kicked him in mid air sending the new hero into the side of the roof. He grunted and knew that he was going to feel that for a few days even with the padding in his suit.

Sabertooth roared and charged forward The Prowler raised one of his talon gauntlets and a capsule fired from it hitting Sabertooth in the face. He crabbed his face as a gas expanded and he in haled a powerful sleep gas. Prowler was surprised he didn't go down right after that in fact Creed staggered a bit and Prowler shot him with a couple other ones and after the he finally went down.

"Damn...that guy inhaled enough knockout gas to put down a football team." He muttered to himself but suddenly felt himself lifted by his gauntlets and boots into the air. "What the?!"

"You are an annoyance." Magneto said darkly at the hero. "You should have learned to stay out of someone else's business." He was about to pull apart the man when he felt something hit the back of his helmet and pulled it off. He looked to see Spider-Man with the helmet and one of his webs attached to it.

"Oh I'm sorry did you want this?" Peter said, he heard the Magneto wore this so Xavier couldn't read his mind, so since he was so close to the mansion he crushed it. "Oops...just call me butterfingers."

"You'll pay for that." He said angrily and was about to attack him when he realized that he must know about why he wore that helmet and this had to prove that he was one of Charles' it also meant that he could yell for help and Xavier would hear him and without the helmet he was defenseless and his mind was open. "We'll continue this another day." Two metal spheres came out of nowhere and opened up. Magneto stepped in one while tentacles came out and grabbed Sabertooth and pulled him in. The Spheres closed up and rose into the sky.

Prowler who had been dropped walked over to him watching them fly off. "Uh...do I want to know what that was all about?"

"Not really." Spider-Man told him then looked at the other guy. "So...The Prowler huh?"

"Uh yeah...just consider me someone trying to make this world a better place...in fact...you're the reason I'm doing this whole hero thing."

Peter groaned inside, this was one of the things he hated to see. "Look don't take this the wrong way because I appreciate the help but what I do is dangerous and isn't a game. People get hurt, hell I've been shot at, cut, bruised nearly had a few broken bones and a lot of other crap plus I don't do this for the fame or any of that kind of stuff."

"Yeah I figured that." Prowler said seriously. "Look I know how bad the world can be that's why I'm doing this, to try and make it better for other people. I know I'll get hurt, hell that cat guy most likely just bruised my ribs." He started to rub them as they were throbbing a bit. "But you showed me that someone can make a difference in this world if they are willing to try...I know this isn't easy and I could get hurt or killed...but I got my reasons for doing this you'll have to trust me on this."

Peter wasn't sure what to do, he certainly didn't like the idea of him inspiring vigilantes. "Well...I got my own reasons for this too. Someone once told me with great power comes great responsibility...I got these powers and I failed to do that...someone paid for my mistake...I can't let that happen again."

Prowler considered his words. "I do this because there was no one to safe someone close to me...if I can save just one life...then it's worth it so no one has to go through what me and my family has gone through." He turned away and walked to the edge. "It was nice to meet you in person." He nearly said again but stopped himself. "I'll take your words into consideration...but don't hold your breath this is my choice." He jumped high up into the air and his cape shifted and he seemed to glide through the air.

Peter sighed although someone else looking over the city was a nice thought and maybe he could take it a little easier but he couldn't help but feel responsible, he knew there would be consequences but he really hoped this wouldn't have been one of them. "Oh well, can't do anything about it now." Peter said to himself and decided to call it in for the night, besides he knew the Professor would want to hear about this and especially about Magneto.

Across town in one of the more residential areas of town a shadowy figure landed on a roof and opened a window and snuck in. It was the Prowler walking into a dark attic, he flicked a switch and the lights came on. He pulled off the mask to reveal himself as Hobie Brown. He pulled off his gauntlets and sat down in a chair wiping his dark skinned forehead. "Man I wonder how he doesn't sweat in a mask?" He wondered out loud. He couldn't believe he had actually met Spider-Man and had helped him out, that was just beyond cool and he was a lot different then he figured he would be too.

He was a lot more serious then you would think after he heard that banter of his but he guessed that was just something he did. Of course that meeting had gone better in his mind then the actual things, but still...it was really cool. He just hoped he could life up to this and also not meet that blond wild man again. Him and that other guy were just scary not to mention they had powers and he felt a little out of his league with only his inventions to help him. He also knew that the only reason he got out of there with his skin on was from blind luck and surprise was on his side, he really didn't think he could go a second time and be so lucky.

He got up and winced from his ribs. First thing was to try and patch those up then go to bed, he would have a long day tomorrow.

* * *

**CHAPTER 44: THE PAST CATCHES UP**

**The Operation rebirth episode is here along with why Logan finds the Parkers so familiar.**


	44. The Past Catches Up

Jaguar: Pretty much when he showed up again in the show.

Stoneman85: Not long and that's going to be one of the major problems also keep in mind he'll be in the black X-Men uniform and they might think he's the same guy, some won't and some might not be decided plus they won't know that Peter is either Spider-X/Spider-Man though. They'll know he's a mutant just not something like that.

Spyder616: Yeah there will be a little of that in this chapter.

Janusi: Not necessarily, it took months for Spider-Man to come out and before that he was an urban myth.

Episodic: I'm thinking Bayville is big but not Major city big they never went into that. You might be surprised by how he knows them, at least I hope.

Red Witch: Thanks but I still need that info on Spyder or I'll just make it up.

Mark C: Exactly where I was going with Logan and his connections. Glad you liked that Prowler and he'll show up from time to time.

Erich: They would explain the witch thing wouldn't it, and you're right about the Max/Wanda fight, and about those three jumping ship soon. Yeah I wanted to have Peter try and keep his secret but Magneto is too smart, that and with Sabertooth he has Peter's sent now too.

Slickboy444: You got to admit Magneto in the show did have this Vader thing going for him. Yeah I didn't want to go the same cliché thing with Tabby/Max, glad you liked the Prowler.

TheLegendaryManHimself: Yeah they do and considering what he did to his own kids can you honestly think of him not doing whatever he wants or what he think he needs to do.

The Uncanny R-Man: Yeah Max is going to get it later on, well Prowler won't show up too much only now and then.

Lord Destroyer: Oh no I'm not pairing her up with Toad where did you get that idea? Glad you like the reactions and how Peter/Prowler and the part with Lance and other stuff you liked. Yeah sorry about that little mix up but at least I didn't forget it.

And thanks to: ldypebsaby, Blue-Eyes White Knight, X-Over, Sparky Genocide, ProphetSong, Star Lin, Kaliann, celtcath74, CrazySpirit123, KaliAnn, Actiondude, Zeo, The OTHER One

* * *

**SPIDER-X  
**

**CHAPTER 44: THE PAST CATCHES UP**

**-Xavier's-**

Logan was walking the halls when he heard a thump and May Parker say something along the line of drat. He had never heard her swear once and he had to admit he doubted she seemed the type. He looked into her room and saw her on the floor picking up the scattered remains of a box. "You need some help with that May?" Logan asked walking into her room and bending down to help her out.

"Yes, why thank you Logan." She said and gathered it all together. "I was setting these things aside when it slipped." They started putting old photos and memorabilia in the box and Logan looked at one picture it looked like Peter when he was eleven with Ben and May.

"How old was Peter when he lost his parents?" Logan asked her. He knew it was when he was young but he was wondering just how young.

May looked sadly at him. "When he was five…he didn't understand at the time that his parents were gone and weren't coming back…he cried himself to sleep the poor boy for over a month."

"Well…you and Ben seemed to have raised him pretty well." Logan told her. He didn't give out compliments too much, he had this reputation as a hard ass and he liked to keep that, but there were times when he could be something else. It couldn't have been easy to raise their nephew like that, but they seem to do well.

May smiled kindly at him. "Thank you Logan. I have a picture of Richard and Mary somewhere…" She looked through the box and found a photo with them holding a two-year old Peter in their arms. "Here they are." She handed him the photo and Logan stared at it…his brows furrowed and something seemed to 'click' in his mind. Like a memory on the edge of his awareness. It happened, sometimes certain things caused flashbacks or certain memories but normally not much…this was different.

"I…I know these people…" Logan said staring at the image of Richard and Mary Parker.

"What?" May gasped. "What did you say?"

"I…I know them…you know about my past right?" May nodded she had heard the story and felt horrible for Logan that he had to go through that. "Well sometimes I can remember a few things, mostly it's hazy the few things I do remember but…I know them." He thought about it…he tried to remember and then…he started to remember bit and pieces. "May…what did they do?"

"Well…Peter's father went into science and Mary was a home mom most of the time why?"

"I mean before Peter." He said and gave her a look that said 'I know something so tell me' in his eyes. "Because the memories I seem to have of these two weren't of a homemaker and scientist."

May sighed and sat down on the bed. "Before Peter was born…they were agents…they worked for something called The Agency, but when they found out that Mary was pregnant they quit."

Logan nodded, he remembered being on a mission for some kind of agency and he remembered the Parkers, he worked with them once. Now he knew why Peter seemed so familiar, he looked so much like his father in the picture. He couldn't remember all the details but…he got the impression he liked them. "Does Peter know?"

"Ben and I…we…we thought to keep that from him, that he didn't need to know." She looked up at Logan. "But when he told me about him being Spider-Man and all of this…well…I've been thinking he should know…that maybe it would help him to know his parents more and because…"

"Because he might feel closer to them now with what he's doing." Logan finished.

Downstairs in the Rec. Room, Rogue and Peter were teamed up in a game of pool with Kurt and Amanda who had come over to visit Kurt. So far Peter and Rogue were winning mainly due to Rogue, Peter had no idea his girlfriend was such a pool shark. Although they weren't playing for monkey or anything just for fun and also a few other things.

Rogue sank in two full color balls into two different pockets. "Damn…remind me not to bet against you." Peter said watching that.

"Good idea sugar." Rogue said as she lined up her next shot and sunk in the eight ball for the win.

"Man…next time ve got to find somezing else to play vith zem." Kurt said to Amanda.

She just shrugged. "I don't mind Kurt besides I still had fun."

It was at that moment Logan and May walked into the room, by the somber look on their faces Peter wasn't sure this was going to be good. "Peter…we need to talk, there's something about your parents that I felt you deserved to know and that you're ready for."

"What?" Peter asked nervously, he was afraid she was going to say he was adopted but May looked to Logan and he ushered the other kids out of the room. May sat down on a couch and Peter sat with her.

"Peter…Ben and I…we didn't tell you the entire truth about your parents." May started. "You see before you were born they did other work…government work." Peter listened as she told him about how her brother in law Richard and his wife Mary, who had been a friend of May's for years, were approached one day. He listened in on how his parents for five years were agents and how after they found out Mary was pregnant with him they quit.

He was silent after that, he never really got the chance to know his parents and now he felt like the image he built up in his mind was just shattered. He always wished that he had known them and now he felt like he knew them even less. "That's…a lot to take in Aunt May…I…I think I need to think on things." May nodded and let him leave. He went through the opposite door that the others left by not wanting to see them, he just wanted to be alone for the moment and he knew the only place was the roof. He sat down on the roof looking out across the city wondering about what Aunt May had told him, he was also wondering what else she hadn't told them or the things she didn't know that he would never know about.

He sighed to himself and looked down. "Hey what's wrong?" He looked to his left and saw Spyder was there, walking towards him and she then sat down next to him.

"Just…thinking. What are you doing up here?" He asked the gray skinned girl.

She shrugged. "I like to come up here sometimes, it's nice and quiet." Peter nodded his head and they sat there in silence. After a minute of silence she brushed a gray strand of hair out of her face and sighed. "Are you going to tell me what's going on? I mean you can tell me."

Peter looked at the younger girl and he had to admit he did feel a connection to her, she had lost her uncle like he had and he knew she felt horrible that she couldn't have saved him, he remembered that time she first came in and how he comforted her and he had to admit she had come a long way in the months that she had been here. Sometimes he thought of her like the little sister he never had with the way she seemed to enjoy life and the way the two of them joked around with each other too.

He sighed and told her about what he just learned. "You serious?" She asked deadpanned. "You're parents were spies, like the real thing? THAT'S SO COOL! Why are you so down if you're parents were Mr. And Miss. James Bond?"

"Because I thought I knew my parents…I mean now what little I did think I knew about them feels like it's completely gone. Do you know I can barely even remember their faces? That…that I can't remember their voices? Every year that goes by I lose more and more of them as they fade from my memories…and…and now I just feel like I never knew them to begin with…"

Spyder looked sadly at him. "I guess I didn't think about it like that…sorry…"

Peter shrugged. "It's alright, maybe it's just shock I mean that's not something you think you'd hear that your parents did for a living. Thanks for listening."

She smiled over to him. "Anytime, I mean you've been great to me. Because of you I'm not living on the streets, I got a great place to live, friends and a life…I do miss my uncle but I am happy with my life here. You've helped me out so much, Aunt May has been great to me too and…well…I just owe you so much. You're…well…if I had a brother I wish he was like you." She said slightly embarrassed but then surprised when he placed an arm over her shoulder.

"To tell the truth I kind of think of you as a 'little sister' to me too. I mean I'm an only child and I always wondered what having siblings was like, and now when I think of what it's like…I think of you and they would be just like you."

She playfully knocked her shoulder into him. "Don't be getting all mushy on me." She teased.

"Wouldn't dream of it." He said smiling.

**-SHIELD Base-**

A security guard was in the monitoring room bored out of his mind. 'You'd think working for the biggest secret covert intelligence organization would be more exciting.' He thought to himself with his legs propped up on the console. 'But hey, the pays good.' He was monitoring just one of the many special storage areas just doing his job. Of course this place was most likely more secure then Fort Knox so he didn't worry much about someone being stupid enough to try anything.

That is until that night. He was sipping his coffee when the monitors started to wink out and he froze. Then he heard the rumbling and a perimeter alarm had gone off and he spit out his coffee. He got his feet off the console and started to check in with the other security forces but no one was responding, in fact he couldn't raise anything. Then an alarm went off for one of the vaults. He checked his gun and ran to the area. It was a level 10 vault that wasn't supposed to be opened…period.

When he got there a few of the SHIELD guards were already there, either knocked out or struggling in their bonds that looked like twisted pieces of metal. "What the hell?" He said as he drew his gun and looked at the huge metallic security door. It looked like it was ripped out of the hinges. He stormed into the room, gun at the ready "Freeze!" Then his gun flew out of his hand and pieces of metal wrapped around him and he was just like the other guards. After a few hours when he and the others were finally cut out of the bonds he told them the only thing he saw in the room was some weirdo in purple cape, and in some red helmet and body armor.

**-Bayville High- The next day- **

Kurt, Rogue and Peter were walking out of class. He had already told them and of course by now the entire mansion knew anyway about his parents. It was still a strong topic too. "How are you doing man? I mean you've kind of been out of it since yesterday." Kurt asked him. Peter was between Rogue and Kurt and he looked at his friend.

"Honestly…I'm not sure. I mean it was one hell of a shock…but I think I'm over it for the most part." He admitted. Just then a fat kid walked into Rogue a bit hard nearly knocking her off her feet.

"Hey watch it!" He snapped at her.

"Ah think you mean excuse meh!" She said back that only stopped him in his tracks.

"What did you say to me skunk-head?"

"Oh that's it." She turned off her bracelet without him noticing. "You want ta push meh around go ahead."

"Rogue that's not exactly a good idea, besides you really what that guy in your head?" Peter whispered to her and Kurt tried to calm down the teenager, he responded by grabbing Kurt's wrist and touched his holowatch, causing Kurt's image to flicker enough to show his true form.

"What the!? W-what are you?" He said back peddling from Kurt then stopped as he got a blank stare on his face. The three of them looked confused then saw Jean with a hand to her temple.

"You didn't see any of this…you're going to go now." She said, he repeated the same and walked off in a trance.

"Thanks Jean." Peter said and she nodded her head.

Back at the mansion Logan was explaining to Xavier about an encounter he had with Fury and SHIELD and how someone from Operation Rebirth was stolen and the magnetic powers that must have been used to steal it. He was just finishing up telling him about Captain America, the first and only super soldier to be made from the device.

"I swear Logan that you sound like you knew him personally." Xavier told him as they made their way to Cerebro.

"Yeah, well, I did actually." He admitted. Xavier raised an eyebrow at that, running through his head just how old Logan might be.

"You certainly know a lot of interesting people Logan." He smirked. "Fury the head of an intelligence organization, a legendary man from World War Two, and apparently Peter's parents who were spies…you've had an interesting life old friend."

"Yeah tell me about it…I'm not even sure I want to know what I 'forgot' over the years also." Charles had to chuckle at that. They made their way into Cerebro chamber and he started to try and scan for Magneto or anyone close to him.

Outside Jamie and Spyder were doing their homework under a tree since it was too nice to stay inside and study. "Let's see…the Greeks invented the javelin thrown and…" Jamie said trying to figure out the next one.

"I think it was the discus." Spyder said next to him. "I remember my uncle telling me about all the old Olympic games one time."

"Really? Cool…you know…you never really talk about him, what was he like?" Jamie asked her putting the book down.

Spyder looked down remembering her uncle. "He…he was a really nice guy, I mean he took me in because my parents dropped me onto him and taught me how to fight…plus…he was the only real family I had and he loved me…" She felt a few tears in her eyes. "I miss him." She said silently and Jamie put an arm around her.

Kurt, Peter and Rogue were walking in when they noticed the lights flicker a bit. "Whoa did the Professor forget to pay the light bills?" Peter asked them.

"No, the only zing that can do zat is…" Kurt trailed off as Rogue finished.

"Cerebro at full power!" All three teens looked at each other and quickly grabbed Kurt as he teleported them to the door by Cerebro. They hear Logan and Xavier talking.

"No luck findin' him huh?" Logan asks.

"No, I'm afraid he's too well hidden from me." The Professor says putting the helmet down.

"Well I-" Rogue starts off as Kurt and Peter cover her mouth it's too late as Logan had heard it.

"Alright come on out." Logan tells them and all three teams walk out. "How much of that did you hear?"

"Just the whole Magneto thing and that you can't find him." Peter admits.

Logan walks up to Rogue. "You think you know where he is stripes?"

"Yeah, ah think so. Ah mean ah got a little of somethin' when ah touched him in New York before we met Peter." Logan and Xavier nod remembering that. "Well ah got some memories, mainly images. But ah do remember some kind of giant metal sphere in ah think tha Sahara…but ah'm not sure where exactly."

"Perfect." Logan says clearly not happy about that. "Ya know how big a sandbox that is?"

"Ah could probably find it by land marks." She told him. "Ah mean how else are you goin' ta find that place?"

"Ja, and I'm going too." Kurt said.

"No your not elf!"

"But you might need a teleporter." He told Logan. Logan then looked to Peter to see if he had an excuse.

"Hey if my best friend and girlfriend are going you think I'm being left behind?" Peter said with a smirk. "Beside you might need someone with both a warning sense and who can sneak into tight spaces."

Logan growled in frustration know full well they all made valid points.

**-Sahara Desert-**

On the Velocity they were flying over the desert everyone in X-Men uniform. Peter had his Spider-X mask off. Logan just finished telling them about Operation Rebirth and about Captain America that was born from it, and how Magneto had stolen it. "Man…is there anyone you _don't_ know?"

"Yeah you want to tell us anything else?" Rogue asked him. But before he could say anything she pointed out the window. "Look! Over there!" She points to some rock ridge. "Head East."

"So vhy vas Captain America ze only one?" Kurt asked. "I mean vhy not make an entire army of super soldiers?"

"Because elf…he was dying. Messing with him like that did make him the greatest soldier ever…but it was wrecking his body." Logan told them. He remembered when he had gone on a mission with him and had seen Steve Rogers AKA Captain America nearly completely collapse and had been in pain. Steve told him that it would pass and it did, but he also got it out of him that Steve felt the pains more and more all the time.

After awhile they saw a metal sphere in the dessert. He landed the helicopter and two XTV off road vehicles were pulled out. Logan got on one and Rogue took the drivers seat of the other. "Hold it web head, you're riding with me." He told Peter when he saw him heading for Rogue.

"What? You think I'm going to cop a feel something?" Peter asked him kind of annoyed and a little hurt Logan thought he was like that.

"I am now, so get on!" He said sternly, Rogue rolled her eyes as Kurt sat behind her. Peter rode on the back but just sat on it with his feet so he stuck to the vehicle. Logan commented on it but he just said unless he was knocked out or the vehicle exploded he was actually safer to stay on like that. While on the way Rogue and Kurt pulled up to them.

"Ya know ah got ta wonder how long we got until they know we're here." She shouted over to him.

They didn't have to wait long. "Incoming!" Peter shouted as his spider sense kicked in. A few missiles came streaking towards them and they had to weave and dodge their way across the dunes avoiding the missiles.

"We need to get inside! Elf!" Logan shouted. As both vehicles were up in the air Peter jumped over to the other XTV and placed a hand on Kurt as he reached out for Logan and placed his tail around Rogue and teleported all of them inside the metallic sphere.

They land in a heap on the floor of the huge structure. "Oh yeah…_that_ was a nice landing Kurt." Peter said while Kurt was on his back. After they untangled each other Logan led the way to the center of the sphere as they saw a large machines and a tank with someone inside of it.

"Great. We're too late." Logan grumbled and ran forward but then Sabertooth leaped from the shadows and attacked him.

"I don't think so runt." The longhaired ferial mutant snarled at him before attacking him. The others made their way to the chamber. That is until a defensive network of lasers started to open fire.

Rogue got hit by one and fell to the ground slightly stunned, she was glad that the defenses weren't lethal but it still hurt. She heard Peter call out to her and she pulled free a bomb that she had been carrying and threw it at him. "Take this! Blow that thing!"

He grabbed it and wanted to ask if she was going to make it but knew he had to stop that chamber. He jumped and dodged the lasers but there were too many and knew he was going to get tagged soon. He saw Kurt was going to the chamber as well. "Kurt! Go long!" Kurt nodded and teleported to the chamber in time to catch the bomb Peter threw there.

He placed the bomb on the chamber and saw Magneto and gasped in surprise he looked so old. "Vhat happened to you?"

"I'm dying…this is the only thing that will help me live…" Magneto said weakly.

"Kurt! Pull the damn thing already-AH!" Peter tried to say more but got nailed in the back with a laser. Kurt reached down to pull the pin.

"Please…don't…if you destroy this I'll die…" Kurt considered it but he knew he couldn't let Magneto keep this thing. "Are you so much like your mother?" That hit home with Kurt. He never wanted to be anything like his mother and he froze. It was enough time for the chamber to activate and was filled with a glow. Kurt pulled the pin and teleported away.

He teleported back to Peter and Rogue and helped them up. There was an explosion and the placed was filled with blinding light. Logan was running over to them but stopped, he couldn't move. "What the?!" Was all he got out as he was flung back against a wall.

The others looked back to see Magneto looking like he used to walking towards them. "Oh man." Kurt said seeing him. Then metal all over the place started to move and assemble into giant scorpions.

"Kids move!" Logan shouted out to them. They all dodged. Rogue got pinned by a claw. Peter tried to jump onto the thing and shot a web line on the claw and got ready to pull then the tail of the thing hit him from behind and sent him flying into a beam. He groaned and shook his head and got up as metal bars suddenly wrapped around him. He looked to see Kurt was pinned to a wall by another one.

"That's enough." Magneto said to them all, he looked to Kurt. "You spared me…so I am indebted to you, I will let all of you leave. The machine is gone so you have no reason to be here. Do I have your word that you'll leave here peacefully?"

"Fine then, we agree." Logan said and Magneto walked over to him and let him fall from the wall.

"There was once a little boy in Poland that owed you…consider that dept is also repaid. Logan nodded and the others walked warily over to Logan when they were released and they all silently walked out of the base, but the three teens did keep looking over their shoulder just in case.

Sabertooth glared at them walking away then turned to Magneto. "You're just letting them go?"

"I have my reasons." He said coldly to him. He still remembered that day in Poland when Captain America had saved him and the others from that camp. When he first saw Logan he remembered him but until now it wasn't important. He had repaid his dept to him now, and he owed him nothing anymore. "Besides this was just a replication of Rebirth that I stole. With the original and with the crystals I have I can start with my own Operation Rebirth."

Victor Creed growled low, not liking letting them just walk away then sniffed the air. "It's him! That kid in the black…that's Spider-Man, I recognize that scent."

Magneto nodded. "I figured as much…interesting."

As they walked back to the Velocity Peter walked net to Logan wondering about something. "Hey Logan…how much do you remember about them…about my parents?"

Logan was wondering when Peter would bring this up. "Not much, sorry about that." He said truthfully, he wished he could tell him a lot about them but even he only could remember a little about them.

Pete nodded, he figured it wouldn't be much but still. "You think you can tell me about them…you know, what you can remember?" Logan looked over to Peter and could see the longing in the boy's eyes to know anything about his parents.

"Sure kid, I'll tell you about them on the way back home."

**-New York, the next day-**

Peter and Rogue had borrowed the van in order to make this trip, when he told the Professor this Xavier had agreed to it. It was something that had been on Peter's mind for some time and he wanted to do this. At this moment Peter was kneeling down in front of the graves of his parents placing a flower on each grave. Rogue stood behind him watching him. "Hey mom, dad." Peter said. "Sorry I haven't been here for awhile but…well…things have gotten kind of hectic in my life now, plus I moved too. Aunt May told me about you two…I have to say I was blown away…I wish I could have heard it from your lips though, I mean…I know so little about you two and…and…and I wish I did." He hung his head a bit at that. "I can't even remember your voices and it seems year by year I loss more and more of you guys and I don't want that." He said quietly.

Peter stood up and glanced at Rogue and smiled. "Well besides getting some strange powers I got new friends and get this. I got a girlfriend now too, she's great and I'm happy to have her in my life." Rogue felt touched by this and stepped forward. "You want to say hi?" Peter asked her and she nodded as she linked her arm in his.

"Hello Mr. and Miss. Parker, ah wish ah had met ya two…let meh say that ah'm glad ta have met Peter too. He's made meh happy and ah can't see mah life without him, he also helped meh in a way ah never thought possible." She said and that made Peter smile at her words, he couldn't imagine his life without her as well. She looked to Peter then. "Do ya think they would have lahked meh?"

Peter placed his arm around her waist bringing her close. "Aunt May loves you and if my parents were anything like her they would have adored you…do…do you think they would have been proud of me though?"

"Of course they would beh proud of ya, don't ever think otherwise. Because ah know May feels the same…as do ah." She told him and they made their way out of the cemetery holding each other close as they walked back to the van for the hour drive back home.

**NEXT UP: DEFECTION**

**I'd like to dedicate this last part to my mother's aunt who died recently, I only met her a few times but she seemed to be a very nice and kind lady and also I hope my grandmother who is in the hospital gets better too.**


	45. Defection

Jaguar: Actually that was planned for this chapter.

X-Over: I don't think so, he was just a random student.

Star Lin: Well his parents being spies and Logan knowing them are actually from the comics.

Aaron: Yeah it's the Brotherhood to X-Men one, and you know I like the whole Rogue/Peter thing too it's working out better then I had planned.

Joseph McKinley: He's mainly comic based with a little Ultimate thrown in as well as my own skills. Venom and Green Goblin my show up in the sequel I'm not sure about that.

Episodic: Yeah I know I try to steer clear of the episode ones as best I can. As I've said, lots of free time and no life at the moment so I get a lot done.

Erich: Thanks for that, and Fury might show up in the sequel if not at the end and you're right about that merger.

Mark C: I'll try and fit more of her in. Yeah I wanted him to have some closure with them.

Slickboy444: Thanks for the support and I wanted to bring in that comic element into this plus I can never remember Peter ever visiting his parents grave and I wanted to do that at least once.

Prophet-Song: honestly I have no plans for that in this story, maybe in the sequel sometime.

The Uncanny R-Man: Just accidental and I'm glad you liked the ending and you guessed right.

Lord Destroyer: Hey the man wants an army to lead what better way then to make one. Yeah I figure Logan would still be overprotective even on a mission, and I thought of that scene was something that should be done.

Snapping Turk: Yeah but in the sequel to this story is when that will happen.

And thanks to: Zeo, The OTHER One, psychobunny410, TallieCat, Karakin, Spyder 616, Kaliann, Mercenary480, Firehedgehog, fireinu, Stoneman85, Red Witch, Actiondude, Morlin, Vegabond

**AN: I'd like to thank everyone for their support for my family's problems. And for those of you the Symbiote story arc is next so STOP asking! Venom and Carnage will be in the sequel as will a lot of other stuff.**

**SPIDER-X  
**

**CHAPTER 45: DEFECTION**

This day Peter and Hank were making the final adjustments to the new power dampener watches. Rogue was there to watch this along with Jean and Spyder as Scott and Jamie were waiting for this. Xavier was also in the room waiting to see how this would turn out. Scott was trying his best not to show how anxious he was of this, ever since his mutation kicked in his world was literally changed forever. He was sick of seeing nothing but red all the time, and of the constant worry of being able to cause mass destruction by just looking at someone.

Jamie was nearly bouncing in his chair hoping this would work, he really wanted to play at school with all the other kids. At least he had Spyder and now Billy to keep him company but now they all could enjoy things together. "Alright, that should do it." Peter said closing the back of both watches. "So who's first?"

"I think Scott should since his powers are the most volatile and could give the best test." Hank said and handed him a watch. Scott looked at it, it looked like any other watch and placed it on, he saw an extra button that was on the one Kurt wore and pressed it, he didn't feel any different and looked up at them.

"Is…is it working?" He asked. Peter looked at it and nodded.

"Yeah, see that little green light?" Scott looked closer and saw a light, it looked what he knew was green. He had learned to tell the difference from colors by their varying shades. "Well that shows it's on. Now when it's yellow that mean it needs a new battery and red is when the power is about to fail. So watch out for that last one."

"Scott, we set something up to test this out." Hank pointed to a large piece of steel at one end of the lab. "I want you to look at that and take off your shades. Be careful though."

Scott nodded and looked at it. He slowly took off his shades and everyone was holding their breaths especially Scott. He had his eyes closed and slowly opened one of them. When nothing happened he opened both and his eyes widened at the sight of all the colors. It had been so long he had nearly forgotten what other colors looked like.

For years he dreamed of this, his eyes started to tear up and he never thought he ever felt so happy to see like this again. "Scott?" He turned to see Jean, Jean in all her Technicolor glory. Jean gasped at the sight of Scott without his shades and she walked up to him and stared into his eyes.

They were the most beautiful blue eyes she had ever seen. Scott looked at Jean and wanted to burn this image into his mind. "Jean…you're so beautiful." He whispered to her and she smiled and blushed a bit from the compliment and was taken by surprise when Scott pulled her into a kiss but didn't fight it, in fact she reveled in it.

"Ahem." They turned to see everyone grinning at them and Jamie putting on the second watch. He turned it on and clapped really hard, and nothing happened.

"Cool! I can finally play with the other kids at school!" He shouted happily.

"Alright." Spyder said hugging her friend without worrying about making a small army of him. "Come on let's test this baby out!" She said grabbing his hand and leading him out the door. Jamie didn't fight it in fact he wanted to try this too, it had been a year since he was able to play like he used to without making all those copies, sometimes that really got in the way.

"Well I am happy for you Scott." Xavier said smiling at Scott's happiness. He was glad he could finally see again, with the brain damage from that day his parents were killed he knew Scott would never be able to fully control his power, now with this and the shades as back-up Scott could live a much normal life.

Scott was beaming with his new ability to see again. Jean was so happy for Scott, she knew how much this meant to him and she had to thank Peter. She looked at the brown haired boy and walked over to him. "Peter…thanks." Jean said and planed a small kiss on his cheek. Peter blushed a little and looked over to Rogue who raised an eyebrow. '_Trust me he's all yours._' Jean sent to her joking.

'_I know, and don't you forget it.'_ She grinned back at the redhead.

Scott came up to Peter then and he looked at the slightly older boy. "If you kiss me too I'll slug you." Peter told him and everyone laughed.

"Don't worry about that." He said shaking Peter's hand. "You have no idea what this means to me…thanks doesn't begin to tell you how much I owe for this."

Peter shrugged. "Just enjoy it." He simply told him and Scott nodded. Jean took his arm and they began walking.

"So what do you want to do with your new sight?" Jean asked him.

Scott thought about it. "I want to go outside and see the sky again. Care to join me?" She smiled and linked her arm with his and pulled herself close to him.

Rogue leaned in close to Peter and kissed him on the cheek. "Ya did a good thing today ya know that?" She said to him.

"Thanks." He told her taking her hand in his.

**-Brotherhood House-**

It was another boring day at the Brotherhood house. But it was the weekend so everyone was mainly here. She had gone for a walk to get some personal space, the only ones she really could stand was Tabitha and Lance a bit too. For some reason those two were the nicest to her, although Toad was more annoying, Fred was a slob, her brother she didn't want to talk about, she got a bad feeling about Mystique and then there was Max.

She really didn't like him. He was arrogant and a jerk, plus he didn't like how he treated Tabitha either why she stayed with him she couldn't get. But she put that behind her, she was still wondering why Mystique had sent them against that other team, all she knew was that they were supposed to be the 'enemy' but she learned they were from Xavier.

She remembered him and how he kept coming to her trying to help her through her anger. All she wanted was to be taken out of that place and now she was, but she couldn't help but feel a little bad at fighting his students. He had had tried to help her once.

Plus when she asked Tabitha why she didn't fight them all she said was that they were her friends and that confused Wanda even more. If they were her friends why were they the 'enemy'? She didn't understand it felt like she was missing something, well actually a lot. She made her way back to the house and was thankful Toad wasn't around. Normally he would be the first one to show up and she wasn't in the mood for him.

She went to her room she shared with Tabitha but found it locked. She knocked on the door. "Tabitha it's Wanda open up…open up or I'll hex it open." She threatened and she heard the door unlock and when she walked in she saw Tabitha going back to her bed. "Tabitha why was the door locked?"

"No reason." She said but her voice sounded stressed like she had been crying. Wanda walked over to her and touched her shoulder to turn her around so she could see her face but Tabitha pulled away.

"Tabitha…what's wrong."

"Nothing."

"Turn around and say that to my face." Wanda said sternly and the blond didn't move at first but when she did Wanda's blood ran cold and her anger started to flare up. Tabitha was sporting a bruise on her face, one that could only come from a hand, or more likely a fist coming at it. "I'm going to kill him." She said coldly and stormed off.

"No! Don't!" Tabitha said and grabbed her arm.

"He _hit _you!" Wanda shouted. "How can you like someone like that?"

"I don't!" Tabitha said trying to hold back her tears. "I hate him." She said softly and Tabitha sat down. "Wanda…we're friends right?" Wanda nodded and sat down on her bed across from Tabitha. "There's something you need to know, we were told not to tell you or else Mystique would…would punish us."

Wanda didn't like where this was going but let Tabitha continued. "You see me and Lance think the lies she told you and forced us to tell you are wrong."

"What lies?" Wanda demanded.

"I'll tell you just stay calm I don't want the others to know." Wanda could see Tabitha was scared and she nodded. "Mystique actually works for Magneto, he's the one that really in charge…her and him have been using you." Tabitha could see Wanda clenching her fists but she was controlling her anger if slightly.

"Why didn't you tell me sooner?" She asked her.

"Because I wanted you to know you can trust me. Why do you think I stayed here and with Max? I mean I knew this was going to happen sooner or later." She gestured to her bruise and any anger Wanda felt faded at that. She didn't know how far Tabitha was willing to go for her to stay with that…monster…just to help her.

"I'm sorry." Wanda said looking at Tabitha. "It's…it's because of me you were still here and that he-"

Tabitha cut her off. "No! It's his fault. I made a choice to help you and I knew the risks."

"Why? Why do you want to help me?"

Tabitha smiled. "Hey, you got to stick by your friends." Wanda never felt so touched by the actions and words of another. Tabitha was willing to risk a lot to be with her and help her though this.

"Now what?" Wanda asked. "There's no way you're staying here with that guy."

Tabitha smiled. "Lance got a message to Kitty and at school she said that the Professor was willing to take him, me and you in. So I say we pack up and ditch this place. You in?"

Wanda wasn't sure. "I need to get back at my father. He has a lot to pay for." She said darkly.

"Hey what better way to get back at him them to jump ship to his rival and enemy?" She said grinning and Wanda thought about that. It would drive her father nuts when he heard about that and she did get a smile on her face at the thought of him yelling his head off.

But her face fell at a certain thought. "What about the other students. After the mall thing wouldn't they hate me?"

"Nah." Tabitha waved her hand at the thought brushing it aside. "They may be a little uneasy but they'll get over it, I mean if Lance is going to try it again, and I used to be one of them you coming along shouldn't matter that much. Besides I really think they would want you with them then against them. Don't you?"

Wanda smiled a little. "I did pretty much kick their asses didn't I?"

"And how from what I heard. Trust me they would love you on the team hell you might get placed on the X-Men team after that."

"I'm not going to have to wear something with an X on it am I?"

Tabitha laughed a bit. "Yeah, but it could be worse. At least and X is cool. Well if you're in start packing and I'll get Lance all right? We're going to have to sneak out."

Wanda nodded. "But one thing before we leave. I get a shot at Max." Tabitha smiled and nodded. She when out of the room and made sure the door was closed. She went down to the main floor after checking Lance's room and found he wasn't there. Her heart was racing hoping not to get caught and had to keep reminding herself that she just had to act normal. She saw Fred and Toad in the living room and a few pangs of guilt hit her.

Fred was kind of a nice guy and sweat sometimes too if his temper wasn't getting the better of him. But after 'Jean' incident and that fact he hated the X-Men she wouldn't be able to bring him along. Toad was fun to hang out with even with the smell, but he also didn't trust the X-Men one bit. Pietro wasn't even an option as was Max.

No, it would just have to be her, Lance and Wanda. She found him in the kitchen and when he saw her face his jaw clenched at the sight. "We're going, Wanda is in so get your stuff as fast and as quietly as possible." She said to him in a low voice.

"What about _him_?" Lance asked talking about Max.

Tabitha smiled. "Wanda wants first dibs." Lance smiled, he could live with that in fact he was sure Wanda could and would do worst then he ever could. Lance went to his room to pack up while Tabitha got back to Wanda. Wanda didn't have much so she had started with Tabitha's stuff and they were ready in a few more minutes. They decided to wait for Lance.

"You alright?" Wanda asked Tabitha seeing her leg twitching.

The blond just shrugged. "I just keep thinking someone will find us, especially Mystique." She wanted to also say Max too but she didn't want to jinx things and have him show up, she was lucky that after their last blow out he went for a walk. They heard a knock on their door and they both tensed.

"Guys it's me." They heard Lance. "I'm packed and I got the keys, let's go while Mystique is gone."

The girls gathered up their stuff and made their way to the front door. They were lucky that none of the others noticed. Pietro didn't seem to be around and Fred and Todd were arguing over what to watch on the TV. They made their way to Lance's jeep and dumped all their stuff in the back.

"What the hell is going on?" Came a shout that sent chills down Tabitha's spine. She looked around and saw Max there and seeing the look on his face scared her.

"We're leaving." Lance said stepping up in his face. "And we're not coming back, especially Tabitha."

"Says who?" He said coldly to him. Max stared at the older boy and he always knew Lance was trouble, he thought he was better then him and now he was running off, well he could leave for all he cared. He was weak but Tabitha was his and nobody took what was his, not anymore.

"Says all three of us." Lance said to him and Max got a predatory smile on his face and quickly zapped Lance sending him back into the jeep. Lance felt like hell at that moment as the electrical attack sent pain all over his body.

"Stop it!" Tabitha said and made a few time bombs but Max saw that and fired a bolt right at her. Wanda hexed him and his attack turned around and slammed back into Electro and he staggered back a few steps and glared at the Goth.

"You think my own attacks can hurt me?" He asked her. "Boy you really are stupid, I can absorb electricity, can you Scarlet Bitch!" He fired a huge electrical attack and Wanda hex it as the bolts went wide and blasted the area around her. "Oh I've been waiting for this for awhile now. Time for you to learn your place!"

Fred and Todd came out after hearing all the noise. "What's going on here?" Fred asked seeing Tabitha helping up Lance and Max and Wanda fighting it out.

"Those three are traitors! They're leaving!" Max shouted at them.

"What? Why?" Fred asked them.

"Yeah, why is Wanda leaving yo?" Todd asked not wanting to see her leave.

"Maybe because you all work for my _father_!" Wanda snapped at them and Fred and Todd paled slightly.

"Will you two get off your butts and help me!" Max shouted at them. "If we let them go what do you think Mystique will be like when she gets back!"

"Hey Max." He turned to see Tabitha who kicked him in the crotch. He fell to his knees groaning in pain. "Don't you ever lay a finger on me again." She spat out at him and kicked him once in the ribs, then looked at the other two. "We're going to Xavier's if you guys want to come with us this is the only time and there's no way any of us are staying here."

"What? There no why I'm going to that place again!" Todd said remembering how his first visit had gone.

"Yeah I'm not staying with the X-geeks." Fred said folding his arms. "I don't trust or like them."

Tabitha looked sadly at them. "Then…I guess this is goodbye guys." She said and jumped into the jeep with Lance driving and Wanda getting in the back. They took off before Max could get up but Electro started back at them glaring the entire time.

"I'll get you for that…I'll get you all." He muttered to himself.

Lance drove the jeep as best he could to the Institute gates. Tabitha got out and pressed the intercom. "Who is it?" Logan asked.

"Badger it's me Tabitha, we need to come in." Tabitha said to him.

"Time bomb? What are you doing-" He stopped for a minute then the gates opened. "Xavier said to let you three in, he wants to talk to ya." Logan didn't sound happy about not knowing what was going on.

Lance pulled his jeep to the front and they all climbed out. "Lance!" He looked up to see Kitty running to him and hugged him, he groaned from the pain in his chest. She pulled away and saw some scorching on his shirt. "Oh god Lance what happened?"

"Max."

"Come on I got to get you to Hank." She said gently leading him to the front door. All of them met up with Logan and Xavier in the foyer. "Professor." Kitty started but he nodded his head and she smiled and led Lance to the infirmary.

Logan saw the bruising on Tabitha's face and let out a low growl. "Kid are ya alright? And who's the soon to be corpse that did that to ya?"

Tabitha actually smiled at Logan's words. Not back for a minute and already he was acting like the overprotective father figure. She felt like she was home already. "Don't worry about it, let's just say he's going to need an icepack for the next few hours."

"I'm glad you finally decided to rejoin us Tabitha." Xavier said to her. "Do you want Hank to look at that?"

"Maybe later after I settle in." She told him.

"I think you all should." Xavier said. "Would you like your old room back with Amara?"

Tabitha glanced over at Wanda and thought it over. "Actually do you mind if I bunk with Wanda? Me and Lance are the only ones she knows here and I doubt Kitty will like it if he rooms with her." Wanda glanced over at Tabitha and smiled a little.

"I think that can be arranged." Xavier said smiling then turned to Wanda. "I'm glad you're here Wanda. I hope I can offer you a place here with us." Wanda merely nodded, she wasn't sure about this place or living here but it was a step up from living at the boarding house. "Logan can you show the girls to a vacant room?"

"Yeah sure." Logan said and started up the stairs.

In the infirmary Lance was getting looked over by Hank with his shirt off, Kitty wanted to help out and to occasionally steal a glance at Lance without a shirt on too. Hank cleaned him up and placed a few bandages over some slight electrical burns. "You are very lucky Mr. Alvers, if this was worse I might have been worried about any nerve damage as well as more serious burns."

"Yeah I feel real lucky." Lance said sarcastically.

At that moment Scott and Jean walked in. "I heard that Tabitha, Wanda and Lance just arrived." He said to them and saw Lance on the bed. "What are you doing back here?" He asked a little sternly.

Lance blinked a few times. "What are you doing without your shades!?"

"Peter made this for me." Scott said holding up a watch. "This controls by powers like the bracelet he made for Rogue so she could touch too."

"Wait, that Parker guy made that and the ting for Rogue and they turned off mutant powers!?"

Kitty looked at him. "Didn't ya notice how Rogue could touch at school?"

"Well…not really, no." He admitted. "How long has she had it?"

"About a week." Kitty laughed.

"Anyways why are you back Lance, I thought you said this wasn't for you after you tried this the last time." Scott said although he had to admit he had pushed Lance a bit harder then he should have and did regret his actions now.

Lance sighed. "It's a long story."

Upstairs Wanda and Tabitha were unpacking, Logan had left them to it. Tabitha actually felt good to be back and Wanda couldn't believe the size of their room. "Tabby!" Tabitha turned just in time to see Amara run over to her hugging her. "I'm so glad you're back."

"It's great to see you too Mara." Tabitha said. Amara had been her best friend at this place and was glad to be living with her and the other New Recruits again.

"So this is the famous Tabitha I've heard about." Wanda and Tabitha saw an elderly lady in there in her late fifties in a long skirt and light blouse.

"Oh Tabitha, Wanda this is May Parker, Peter's Aunt." Amara said.

"It's nice to meet you young ladies." She said smiling then frown and looked concerned at Tabitha's bruise. "Who did this to you child?" Amara noticed it too and wanted to know that as well and was about to ask that when May had walked in.

"It's been taken care of." Wanda said saving Tabitha from explaining.

"No man should hit a woman." May said gently touching her face. "You need to get that looked at."

"I'm alright." Tabitha said automatically.

"Nonsense, I'm taking you to Hank right this moment and I'm not taking no for an answer." May said and took her hand and led her out of the room. Tabitha was taken aback by her forcefulness but May's grip was light and protective so she went with it.

Amara was left alone in the room with Wanda and there was a moment of awkward silence. "So…" Amara said trying to break the ice. "I heard you kicked the X-Men's ass."

"So?"

Amara smiled. "Nothing, it's just that all the New Recruits will love to hear about that. I mean all we hear from Logan is how we need to be more like them and them getting their butts kicked kind of took them down a peg a little." Wanda smiled at that. Maybe she could fit in here.

After a few hours Xavier had explained Wanda, Lance and Tabitha's reasons for leaving and it was kind of nice. Tabitha was just as socked to see Scott without his shades and when she heard it was Peter that came up with all of that she figured to try and get him for a tutor if she needed on in the future. He was way smart in her books.

Peter and Rogue were in his room just on his bed. She was resting her head on his shoulder with his arm around her. "Man this day has been full of surprises." She said to him.

"Tell me about. It's not everyday that we get former adversaries as teammates." Peter admitted. Although after seeing Tabitha's face and her story he made a note to punch in Max's teeth the next time they fought.

"Ah'm just glad we don't have to fight Wanda again." She said.

"No kidding, it took me days to fix that shooter she busted."

At that moment the door burst open and Peter thought it was Logan but it was Tabitha. "You're Spider-Man!?" She yelled out with a look of shock and disbelief.

Peter groaned wondering who told her about that. "Yeah I am."

"So that was you during the Siren thing?"

"Yes."

"And you on the TV when you save that little girl?"

"Again yes."

"And you in the papers?"

Now Peter was getting annoyed. "Let me save you some time…all yes."

"Tabitha." Rogue said sternly. "Can ya do this another time? Peter and meh just want to beh alone."

"Oh right sorry." She said backing off. "By the way I'm happy for ya Rogue, you deserve to touch and he seems like a really nice guy."

"Thanks." Rogue said hugging Peter a little.

She was about to close the door then stopped. "Say…what's it like making out with a hero? Is he a good kisser?" Not to mention what else he's good at?"

"Tabitha!" Rogue yelled out and threw a pillow at the door. They heard her laughter as she closed the door and she laid back down on Peter. "Oh yeah it's going to be great having her back now." She muttered. Peter just chuckled and kissed her forehead and she smiled a little and sighed and went back to just curling up to him.

It was moments like this she treasured and was thankful that Peter was in her life. He gave her love, happiness and the ability to touch again. And she knew that nothing would come between them and that she never wanted to lose him.

**UP NEXT CHAPTER 46: PROJECT VENOM**


	46. Project Venom

Jaguar: Thanks I'll go and fix that. (yes I know I need a Beta I'm looking into it)

X-Over: Okay I'll try and get all of those done, and you'll see Magneto's and Mystique's reactions to the defection too.

KaliAnn: Yeah I wanted to comment on that I like to get a message out now and then in my works. Don't worry I don't plan on killing anyone in this story, in the sequel however…

Aussie-Girl3: Thanks and trust me I DO try…but spelling and grammar aren't my strong suits, I do try and sometimes are better then others and I go back from time to time to fix mistakes that I missed.

TheLegendayManHimself: Yeah I figured I would give Scott a break in at least one of my fics. Yeah Max sure knows how to piss people off huh? Glad you liked how Tabitha took that news of Peter being Spider-Man.

Morlin: Yeah I think a lot of people liked that part. Not at first but Peter will change with it.

Episodic: I think I might surprise you a little with what happens and who else shows up. The worse does happen but then again that is Peter's luck isn't it.

Mark C: Yeah I guess it was his way of giving back to them. No she didn't deserve that but Max got what he deserved. You'll see their thought in this chapter.

Slickboy444: Yeah I knew you'd like the Jott part in that story. Glad you liked me having Tabitha, Wanda and Lance join up.

Lord Destroyer: I have no idea, must be a glitch. I think after being experimented on he doesn't like seeing others suffering under someone else plus he was picked on as a kid and even though he doesn't remember it might have left an impression on him. Sorry it goes to Peter first.

And thanks to: psychobunny410, Crolynx, Erich, Aaron, Janusi, ldypebsaby, Red Witch, The Uncanny R-Man, mr.myth310, Spyder616, zine, Sweegy, Stoneman85, Joseph McKinley. Vegabond, unkown

* * *

**SPIDER-X  
**

**CHAPTER 46: PROJECT VENOM**

**-Hydra Base-**

Viper was a woman with green hair that covered part of her face and had matching green lipstick and eye shadow. She was also in charge of Hydra an organization for terror and weapons. She had read a report on a new weapon she wanted from Oscorp, something called Project VENOM.

She was at her desk with a few of her underlines in front of it. "Now do you think the men you hired can steal this new weapon?" She asked one of them.

"Yes ma'am, they come highly recommended and as you've seen from my report are well equipped."

She nodded. "Let's hope so, you know how I feel about failure." She warned him and he gulped.

"What's the status of X23?" She asked another.

"She's coming along fine, in fact she should be ready for field work soon but Risman wants more testing, personally I think she's stalling but I can't prove it."

"It's her project so let her continue…for now." Viper said to him and he nodded. "Being the operation for that VENOM project I want it as soon as possible, so if there aren't any other things to talk about I have work to do, there's an arms shipment that must be overseen." She stood up to leave and both men fell into attention as she left her offices to the control room. She grinned to herself at the thought of having that new weapon, if the reports were as they said she was wondering if she could reverse engineer it. If not she could always see if it would enhance the Weapon X23 project with the VENOM project. The results could be very interesting.

**-Xavier Institute-**

Peter had a tough night last night. Lately he had convinced the Professor to let him go to New York some nights so people wouldn't look around Bayville all the time, lucky it was only an hour ride but he had to ride a bus in order to do it and when he means ride a bus he means that literally by jumping on the things roof and riding it like that. It also meant that he had to make sure he got to the bus station early so he didn't miss a ride back and miss curfew. It was also the reason he didn't go to New York every night because it was really a pain in the ass at times.

He was just thankful that today had been one of those days off school that public schools had a few times a year for teachers to conference with each other and decided on how things were going in the school and have meetings with parents. (AN: This happens in Canada but I'm not sure on the States so let's just go with it)

He walked into the kitchen after nine thankful for the time to rest up and yawned while going for the cereal but saw his Aunt May already there. "Well good morning Peter, I figured you would stay out late last night so I figured you could use a nice hot breakfast as well as the others are sleeping in it seems."

Peter noticed Lance there with Kitty at the small table to the side and Wanda and Tabitha there as well. "Thanks Aunt May." He said sitting at the main table with those two.

Lance looked over at Peter and he still couldn't believe that Parker of all people was that Spider-Man guy and that Max had been right about him being Spider-X too. It wasn't much of a stretch to see that Spider-Man and Spider-X were the same but looking at Peter you never figure him for the heroic type. When Kitty had filled him in on Peter he had been shocked to say the least.

He remembered when he asked why he put his butt on the line all the time. He thought it was for fame or something but Kitty had been really quiet and the look on her face told him something different. She had told him about his uncle and what had happened and Lance now looked at Peter and saw him not as just this brainy guy, but as someone trying to make up for a mistake. That was something Lance could relate to, hell there were a LOT of things he wanted to try and make up for, but Peter was trying to make up for something that could never be taken back, but he still tried.

Tabitha and Wanda had heard the same story although from other sources and Tabitha had to admit she saw Peter in a different light too, at school she thought he was this really nice guy and didn't think he went out nearly every night trying to put his powers to good use for the world. Although knowing why he went out, looking back on the Siren thing seemed a little childish in comparison to his reasons.

Wanda was intrigued a bit, Peter had lost a lot of his family and she could relate with not knowing your parents, her mother was killed when she was so young she didn't remember her, much like how Peter was young and lost both parents, but unlike him her father was still alive and well and she whished that part of her life was like his too, with a father like hers she really didn't want him in her life. But for the past few days things were okay, sure Max glared at them all the time and Toad, Pietro and Fred stopped talking to them, but she didn't talk to them either but she didn't really care for those guys anyway.

But she had to admit Peter's Aunt was pretty nice. Wanda didn't know why but the kind, older lady always seemed to get past her defenses, kind of like Agatha, in fact she was sure Agatha and May would get along just fine. "Here you go dear." May said placing some food in front of Wanda.

"Uh…thanks." She said to her, it was still strange living here but she had to admit May knew how to cook, in fact it was the best food she tasted, but since she spent most of her time in an asylum and the Brotherhood there wasn't much that was actually worse but this was still great food. So far the Professor was trying to giver her study sessions to catch up since at the Brotherhood she hadn't gone to school and he wanted an education for her.

Peter was eating and reading the morning paper and then saw the cover of the Daily Bugle. "Oh come on!" He shouted and read the title.

"Peter what is it?" May asked him sternly.

"Masked menace strikes again." Peter read off the title. "I am so sick of this paper trashing me. I mean I don't do any of the things they say I do." He said angrily and crumpled up the paper.

"Man you should sue." Tabitha said to him. And everyone looked at her. "What?" She shrugged. "It could happen."

"I say go there and tell them off." Lance said over to him.

Peter sighed. "No…I want to believe me…but that's not my style. Maybe some training in the Danger Room will cool me off or a swing through the city."

"In the morning?" Kitty asked him.

"Why not? It's not like people don't know about me now." He said before leaving the room.

**-Oscorp, Bayville Branch-**

Outside the large facility a security guard saw a large truck make it's way to the gate. There wasn't anything scheduled but then again it wasn't that unusual for shipments to be late or not on the list all the time. He didn't know what those unknown deliveries were and he didn't care. They just paid him to watch the gates.

He got off his chair and went to the driver side. "Alright what's you business…" He looked in the driver sheet and saw someone in a trench coat and hat but with he saw a yellow suit with a mask that looked like padding. "What the…"

"Here's my business." The man said and a hand with some kind of gauntlet device was on it and a blast wave hit the guard sending him into the guardhouse and he gunned the truck through the guardrail sending off an alarm.

"What's going on up there?" Demanded a voice from the back.

"Just getting in, we're going to have to be fast about this before any cops show up." The driver said to him.

In his office Norman Osborn had arrived to see the progress on a few projects, had a reporter and his photographer here for an interview and was also getting off the phone with a new client of his. "I'm glad my company could help you out…yes I'm sure of it. I'm glad you like the workmanship I had Professor Smythe and his son from my robotics division help with the designs." Norman smiled from the other end. "Yes the other one is on schedule at the other site…I'm glad you approve Mr. Trask." He hung up the phone just as the alarm went off. "What the hell!?" He stood up and picked up the phone to the security station. "What the hell is going on?" He demanded.

"Sir we're being attack sir, please stay in your office they seem to be focusing on the labs and we called in the police."

"The police? Are you crazy we do top secret research here? Not to mention there's a reporter on the premises!" He yelled at him.

"I know sir but we can't stop them, they're not normal."

Norman narrowed his eyes. "What do you men by…not normal?"

Peter was swinging through the city just minding his own business when a whole lot of police cars went down a street. "Well either all doughnuts are free somewhere or something nasty is lose. And with how I'm feeling a good dead my cheer me up." He swung through the streets and landed on a building over looking an Oscorp facility that his friend Harry's dad owned. He also saw that in the parking lot was someone in a weird yellow and brown costume with these gauntlet things that fired some kind of shockwave. He was also giving the cops a holy beating and already a few of the cars were on fire.

"Damn, why do all the crazies come here? Is it the town or is it me?" He asked out loud to no one in particular. He landed by the fence and jumped over it easily enough and landed on a truck that the shockwave guy seemed to be protecting. "Hey padding boy? Ya got a license for those things?"

He turned around to face him. "We were told we might run into a bug problem here, the name's Shocker and I'd like for you to meet a couple of friends of mine." He sent a blast at Spider-Man but he flipped over it.

Peter sighed. "First off, spiders are arachnids, I mean how hard is that to remember? Secondly…Shocker? You couldn't come up with a more menacing name then that?" He dodged a few more shockwave assaults.

"What's wrong with my name _insect_?"

"Oh nothing I guess for a guy that looks like an ad for safety padding. By the way I so hope you don't' say anything like 'Ill put a shock to your system', you'll get sued if you do."

While the battle went on a reporter Ben Urich and photographer Eddie Brock were watching this. "Are you getting this Brock?"

Brock was taking picture, he was afraid this was going to be a boring day but man was he lucky. "Every second of it." Then the wall they were standing by seemed to explode outward and Urich was knocked out by the debris. Eddie shook his head and looked up and paled at what he saw.

Peter had webbed up the gauntlet weapons and kicked Shocker into the side of the van. "You know you'd think that you would know attacking a place like this alone would be dumb and looks like I'm right…you are dumb."

Shocker laughed at him. "Who said I was alone."

Peter's spider sense went off. "Oh crap!" He jumped but his leg clipped something very large and very hard! He landed not too gracefully on the ground and looked up at his new opponent. "You've _got_ to be kidding me." He groaned. Standing right in front of him holding a canister of black stuff was a very large muscle bound man in what looked like…a giant gray rhino suit.

"Meet my partner Rhino web-head." Shocker said to him.

"This little pip squeak giving you trouble?" Came the deep voice of Rhino and a smirk on his face.

"Hey he's tougher then he looks and he jammed my gauntlets I fire them, and I can't rip the god damn stuff off!"

"Here hold this." He toss the canister to Shocker but Peter shot out a web line and snagged it. "Hey!"

"Interception! And the crowd goes wild!" Peter shouted out holding it and jumping over the charging Rhino and flipped in mid air landing on his shoulders. "Okay you reject from Wild Kingdom, time for you to go back to the zoo."

"Get off me bug boy!" Rhino tried to grab him from his shoulders and managed to grab one of the lets and threw him into the side of the van. Peter groaned and knew he would be feeling that in the morning he was also wondering about trying to send a mental message to the other but it was broad daylight and the X-Men weren't known to the world.

'Looks like I'm on my own.' Peter grimaced and then noticed he lost the canister.

"Looking for this?" He heard Shocker gloat with the canister and enter the truck. Peter tried to get up but was picked up by Rhino and was thrown into the air. He landed on one of the employee parked cars, which he dented along with what he felt was his spleen.

Rhino walked up a ramp into the back that went up after he entered it. Peter saw the truck moving off and forced himself to jump up and fire a web line at it. He sailed in the air for a moment and landed on the van as he was on the roof with the few remaining police cars chasing them. He was thankful the cops were smart and had stayed out of the fighting until now.

But now Peter was trying to figure out how to get this truck out of commission, it was large and looking over the edge saw it was riding too low to the ground to gum up the wheels with his webbing so that was out. He noticed a helicopter overhead and was wondering how these 'brain trusts' were going to get away but that wasn't important for the moment.

He crawled up to the front and decided that if it worked in the movies why not now. He jumped through the window but he must have gotten some of the webbing off because he got blasted in the chest and went through the door and the door went with him. He stuck himself to the door with his feet and fired a web-line to the back of the truck and was 'surfing' on the streets.

"Okay…movies lie and you should never try what you see in the movies, I've learned my lesson about that." He muttered even though his chest hurt like hell not to mention his back was going to be one big bruise after this. He grabbed the webbing pulling himself forward and trying to stay behind the truck and not go to the side because he knew he would slam into another car at this rate and he already hit one car today. When he was closer he jumped to the top and thought about this. He noticed they were on the bride over the river now and he figured this was as good a place as any since the traffic was light at this time of day. He webbed up the windshield blinding Shocker. He swerved around and Peter went to the no doorless side and looked in and shot a web-line at the wheel and tugged. They hid the side of the bridge. Shocker slammed into the steering wheel but his padded suit protected him slightly.

He groaned as he got out of the vehicle and the back opened and Rhino stepped out holding his head. "What the hell was that!?" He asked Shocker.

"GUESS?" He snapped and pointed to the truck. "He's in the truck!"

"Not anymore." Rhino grinned and kicked the truck into the river.

"No!" Shocker yelled out then looked to Rhino. "You idiot! The canister was still in there!"

Rhino looked down. "Oops. Guess this mean we're not getting paid."

"Ya think?"

Peter had seen the canister and went for it as the truck was kicked into the river below. He saw the canister break open and the black stuff hit his costume but when he hit the water that got was his more immediate concern. He swam out the hole and to the surface. He gasped for air and fired his webbing to the bridge and pulled himself up, although a lot slower then normal.

"Alright were are those two…where are they?" He said looking around and noticed a flatbed was gone and what looked like a few car wrecks and he didn't see them or a vehicle out of control so they were long gone. "Oh come on! How can a guy in a bright yellow suit and an eight foot tall guy in a rhino suit just disappear?!" He heard sirens and knew the police were on the way. "I should have just stayed in bed, I really should have." He groaned and made his way out of there.

When Peter got back to the mansion he was able to sneak around back and get into his room through the window. "Man what is this stuff?" he asked himself. The black stuff was all over his costume and he wasn't sure but there seemed to be more of it, but then again he was most likely just imagining it. He got on some normal clothing and saw a few new bruises from that fight and put his costume in the hamper for later.

He walked out of his room and Spyder saw him and ran over to him. "Peter it's on TV!"

"What is?"

"This guy is saying you stole something!"

"WHAT?" He raced her to the living room where others were gathered and on the TV they saw Eddie Brock on the news.

"Mr. Brock you say you have proof that Spider-Man was part of the robbery?" A reported asked.

"Of course." He said holding up his camera. "Pictures don't lie and you'll see them in the Bugle in the latest edition. Everyone turned to see Peter glaring at the TV and even shaking in rage.

"Peter? You alright?" Roberto asked him.

"Alright?! Yeah, just FINE! I'm so sick of that guy! I risk my neck fighting those two and _this_ is how I'm thanked? He knows I was fighting those creeps!"

"Hey man we believe you." Ray said to him. "The guy's is most likely using only certain pictures that make it look like you were helping them."

"I'm just so sick of this!" Peter shouted and stormed out of the room.

"Wow…he didn't take that well." Amara said seeing him leave.

Spyder turned to the Nova Roman Princess. "Can you blame him? I mean all he tried to do is the right thing and help people and _this_ is the way they treat him."

"Yeah it really sucks." Bobby commented. "I mean if they're like that to Spider-Man imagine what the worlds reaction to be with mutants?"

"Now there's a pleasant thought." Roberto groaned. "Hopefully _that _won't happen soon."

* * *

**NEXT UP CHAPTER 47: DARKNESS WITHIN**

Sorry for the wait but I'm trying out a couple of new stories so until I finish off a few updates are going to be slower for this.


	47. Darkness Within

Erich: Well Lance and Tabitha would still have to go to school, besides they can't stay inside all the time. You know Magneto and the others aren't happy. You're right about the exposure and how this will end and a bit about the suit and Venom. What? You want Rogue to see him naked? Trust me boxer will just be as funny.

Sithicus: I'm going for 50 chapters for this story. I am thinking of a TMNT crossover but I won't have that alien invasion part. The Fox cartoon is where I got the idea of how to introduce the symbiote. Venom will have the same strengths/weaknesses from the main marvel comics.

The Uncanny R-Man: Yeah well no Symbiote and X23 that would be too much for her. But Venom will show up in the sequel but this will lead the way for him.

Sparky Genocide: No he can't at times but that's part of his charm, and I'm glad you like Shocker and Rhino, I wanted two Spider-Man villains there weren't 'mutants' and they were perfect.

Aaron: Yeah this is going to be his biggest test and Rogue will feel this the most too.

Nightshadow67: **Sighs** Yes I know I know about the grammar I try I really do but I just suck at that. (although I have seen much worse) Yeah I wanted an explanation I always try and give one or reasons to things like that, it's just good story telling to me. I'm glad you like this though, I try and make up for my spelling/grammar with good story telling.

Kaliann: Damn that sucks, sorry to hear that. Oh I got something planned for Brock and the Bugle. Rogue will play a part in it don't worry.

Episodic: I thought you would know by now I like to surprise people. Since Evo Wolverine isn't as hardcore as Marvel Wolverine they get along better. That and they do get along in the comics too.

Mark C: Glad you like how the others are settling in. Yeah Peter will be in the black costume for the moment as well as a few other things I hope you like.

Lord Destroyer: Actually I kind of like the Shocker's look a bit, Eddie will get his later of course, I'm not sure what you meant by those ways of Logan getting custody but she'll show up in the sequel as will another clone.

X-Over: I only have a few plans for some of what you said and I'm not sure about the others, but his fic is nearly over and most of that will be in the sequel.

Stoneman85: I have no idea, picking out voice actors isn't my thing.

And thanks to: Blue-Eyes White Knight, psychobunny410, Spyder616, Red Witch, ldypebsaby, Crolynx, mr.myth310, korrd, Doza, Slickboy444

**AN: Green Goblin, Venom, and other characters like X23 will show up in the sequel.

* * *

**

**SPIDER-X  
**

**CHAPTER 47: DARKNESS WITHIN**

**-Oscorp, Bayville-**

Norman Osborn was fuming mad. The damage done to the complex was massive, so far everyone was focused on the thieves and also the cover story of what the PR people made up of what they stole but the loss of the work was a major blow. He had already lost a small fortune with that and the other damages and injuries.

He read the reports on his desk. Octavius was injured while doing an experiment and those mechanical arms were fused to him. They were treating him in a private facility in the hopes of removing them and also to keep what had happened out of the media. He had some head trauma and was in a coma at the moment.

Professor Spencer Smythe was also injured an in a coma and his son had lost the use of his legs. So far Norman said they would do everything in their power and it seemed Alistaire would accept that and keep things quiet. There were other injuries and a few deaths from secondary explosions from the damage. There had been electrical feedbacks and ruble that had crush or just plain destroyed sensitive equipment.

Not to mention the man responsible for Project VENOM was also dead, crushed under some equipment and the computers holding all the information were gone too. He just couldn't believe his luck after everything was going so well and now this.

He needed to find a way to turn this around and he would. He had been made an offer by Trask to help him in his little 'quest'. So far Unit 01 was being outfitted at Trask's base but Unit 02 was still in storage. Trask wanted Norman to attack a certain target for him when the time was right.

When Norman heard of what Trask was going up against he was secretly very intrigued. The potential for bio weapons research was limitless. Trask wanted a certain place taken care of and Unit 01 wasn't able to get there in time since it wasn't flight capable like Unit 02.

Trask offered a bonus if Norman could help him out and Norman remembered a few things that were being finished off in the robotics department. Maybe he could help Trask out and get a sample of the DNA or the bodies themselves for study?

The potential weapons he could acquire from it would be amazing. Looking into the place he had found a list of students, most had no real family to speak of it seemed or they were far away even in another country. There was one name, Peter Parker. He swore that name was familiar; he thought his son once said he had a friend named that, but he could be mistaken.

Besides that was another matter and not an important one at that. He decided to give Trask a call anyway.

**-Daily Bugle-**

Eddie Brock walked through the building whistling, mainly because he had something that JJ would pay well for. When he took the photos of the battle and with Urich still out cold in the hospital he knew that Jameson would love more 'proof' of Spider-Man being a villain. So when he was the only real witness and with a select group of pictures that would show Spider-Man being in league with those two nut cases, Brock knew Jameson would be pleased with him.

Besides he still owed that wall crawler for making him run all over that town and for making a fool out of him with that Siren thing, and what was he going to do? Come after him? He didn't before even after all the stuff Jameson had done so he figured he was safe.

He held a large envelope in his hand with the pictures that 'showed' Spider-Man as the villain. He walked up to Jameson's office and he was right there waiting for him.

"Brock!" He shouted and shot up from behind his desk his desk, taking his cigar out of his mouth and walking to Brock. "Where the hell have you been? Don't answer that! I know! On the damn news channels, you want to tell me why I shouldn't just fire your ass for that?" He said angrily poking him in the chest.

"I thought you would want the world to know that you and only you got the exclusive on what went down."

Jameson thought about that for a moment, it would mean that everyone who wanted to know what had happened would read his paper, even the other newspaper rivals _and_ the networks. The thought of him beating out everyone actually put a smile on his face. "Alright Brock I'll accept that." He said in a more calm tone.

He walked behind his desk and sat down. "So why don't you sit down and we can make a deal, I figure since you have the only shots you want a bonus, so say…5 percent.

"Ten." Brock said with a grin.

"WHAT?" Jameson banged his fist on the desk. "I've never gone that high!"

"Well you better start now, or should I go to the post?" Eddie made to get up but Jameson waved him down.

"Fine, ten. But these better be the real deal Brock or so help me…" Brock mainly smiled and placed the photos on the desk and as Jameson put his cigar back in his mouth he smiled as he looked through the photos.

**-Xavier's-**

Peter was still in a lousy mood. Kurt and Spyder had both tried to cheer him up, Kurt by being his normal humorous self and Spyder tried to get him into a little game she liked to call 'how to get revenge on the media'. Mainly she keep on giving Peter ideas on how to get back at the Bugle and at Brock.

Peter had to admit she had quite an imagination and a vicious streak too. It did lift his spirits a bit more he had to admit. Plus he saw a few of the kids burning all the Bugle paper in the fireplace too, which he had to admit was nice.

Aunt May had even cancelled their subscription too.

But Peter was still down from it all though. 'Maybe I'll clean my suit, it's been sitting there long enough.' He got up and went to the hamper and when he pulled out the suit all the black stuff was gone. "The hell?" He said examining it. He looked through the rest of the clothing to see if it came off or something but nothing.

"Well…this is weird, even for me." He placed it by his bed and was about to run an analysis on it but there was a knock on his door. "Come in." He turned and smiled. He should have known she would try to cheer him up.

"Hey." Rogue said coming in. "Look ya need ta get out of this little funk y'all are in. Meh, Kitty, Lance and Kurt are goin' ta meet Amanda, and I do not want ta be tha only one there without their significant other." She crossed her arms and gave him what he came to know as her determined look and also knew that he better not say no to this or else he would learn to regret it the a second later.

He did however smile. It would be nice to get out of this place and given the options of brooding in his room and being with his girlfriend and friends he figured the choice was pretty obvious. "Sure thing, and Rogue…thanks."

She gave him that small smile that he loved to see on her face and nodded before walking out.

He spent that day enjoying it with everyone, he had to admit that he and Lance were still a little awkward giving that Lance was still trying to fit in with everyone but Kitty was happy to have him there and he seemed to take strength in that. Amanda was just as outraged if not more so about that Brock character. She owed Peter a dept for saving her father that she could never repay and she knew Peter as a kind and noble person, and hearing that jerk and what he said made her more angry then she could recall.

But she kept most of that in, she figured Peter wouldn't want to be reminded of that.

Peter did have a nice time though and when they got back he had to admit he felt better too. At least until Logan gave then a Danger Room session. He was still a bit sore from that fight with Shocker and Rhino so of course by the end of it he felt like hell again only physically. Scott and Kurt had to help him to his room after that and placed him face first on the bed.

"Mhnks." Peter said through his pillow.

"What did he say?" Scott asked him Kurt just shrugged.

Peter picked up his head. "I said thanks." Then promptly placed his head back onto the pillow.

Both Scott and Kurt gave an amused look at each other and Scott patted him on the shoulder. "Take it easy and no web swinging tonight." He joked. They heard Peter's muffled dry sarcastic laugher and they left him there face down.

Some time later Rogue came in to check on him before she turned in for the night and smiled and shook her head seeing him like that. She turned him over onto his back. "Thanks."

"What ya couldn't move yourself?"

"Not without a great amount of pain, no."

"Ah guess you aren't goin' out tonight or for a few nights." She asked him.

"Not really, Spyder did come in and asked me if she could 'fill in' for me but I told her no way, I just hope she understood with the pillow in my mouth."

She snorted out a laugh. "Well goodnight." She bent down and kissed him on the lips."

Peter smiled up at her. "Think you can give me a goodnight kiss every night?" He asked and wiggled his eyebrows at her. She smacked him lightly in the arm. "Ow!"

"Don't get fresh with meh."

"Hey I was lips you were tongue." Peter said whishing he would rub his arm but couldn't lift the other one. "Can you at least tuck me in?"

"Maybe next time sugar." She said with an amused look on her face and closed the door behind her. Peter just sighed and looked up at the ceiling and was asleep quickly.

But his costume on the chair near his bed however had something else in mind. The red and blue gave way to an all black color, as it seemed the suit started to twitch and move and then in the dark of night actually leapt off the chair onto Peter. He was so tired that his spider sense didn't register enough for him to move and the suit covered his body.

Soon he was encased in a black substance and it formed to his body. Then two white eye parts on the face like his mask showed up, along with a white square on the back of each hand and finally on the front and back was a giant white spider. But this was different then the one on his Spider-X uniform, the four legs on each side were all together and went out of the body of the spider at a diagonal angle then did a ninety degree turn downward. The bottom of the spider body was also longer and had two points that ended at his lower torso.

Peter even though still asleep inside of the costume moved and jumped out of the window in his room.

However something else was obviously in control. It had been born in that place before the large one took him. The others that looks and poked and prodded him always talked about it and It learned. It knew things from the talking and now by accessing Its new host It finally understood. This host had a wealth of knowledge and it seemed different then others.

Looking through the mind It found many things and It learned. The body was in some disrepair but that was easily fixed. It also found some intriguing things that the host did at times. Something called 'fighting crime'. The emotions from it were intense and…fulfilling.

With the host it went out into the night looking for these 'criminals' that the host sought out and fought. It might prove very enlightening and the emotional content of it all would prove stimulating too.

After some time It found two of the 'humans' that looked like they were taking things out of a smashed up window. Looking through the memories he found that they weren't supposed to do that and these must be 'criminals'. It used the host body and with new found strength as It naturally increased the abilities of the host jumped easily down to them

The two seemed shocked as It landed and It studied them. It wanted action It craved it, needed it so he would get it. He dove forward and attacked. The two were not very changing and were easily defeated. One he smashed through the windshield of a car, badly injuring that person the other ran off.

Now chasing the other one down was what It guessed was called 'fun', at least that was what he got from the host. The man begged and pleased but this wasn't 'fun' to listen to. So when It had the man trapped in the alleyway It used Its own webbing to tie up the legs and pulled on them.

The man fell to the ground and then he watched as 'Spider-Man' used him like a ball on a rope and slammed him into a wall. He blacked out when he was then thrashed into the other wall and he was slammed a few more times before he was left there on the ground. When the paramedics would get to him they would have to be gentle being he had several broken and fractured bones.

But It didn't care about such things. It was bored again and went to look for more 'fun' to have.

**-Acolyte Base-**

Magneto was working on his latest machine, it was a combination of the Rebirth chamber and of the crystals he had gathered. So far he had come up with a plan to further his ranks. After the loss of the three Brotherhood members he would need them. He still couldn't believe that woman had lost his daughter like that and Lance. He had promise that one. The other girl from his reports was no great loss, but he would need to swell the ranks of his Brotherhood and his Acolytes.

The day mutants take their stand was near and from what he learned so far that day was getting too close. So he took page out of a certain book. 'I destroy my enemy when I make them my friend', or in this case I destroy my enemy by making them like me.

He knew that the crystals had the power to enhance mutants but with the Rebirth technology he had another use. He could make the crystals activate the dormant x-gene in humans making them mutants. So far he had gathered a few people that would use the chambers to bring out their powers.

And he had Gambit bring him the first subject. He was all to pleased to get that particular person it seems mainly because he seemed to get along well with her. The doors to the large and metallic lab opened and in walked in Gambit and Black Cat.

She had been pleasantly surprised to have the Cajun show up at her new place and the offer was intriguing. He said his employer offered her more power like he had. She had to admit that after meeting the pale-faced Goth that laid her out she felt like she needed an edge. She knew when the world was changing and she needed to change with it.

Now she stood in a large lab that Dr. Frankenstein would call home with a few different chambers along one of the walls. She saw a man in a purple cape and red helmet that seemed to have an air of authority around him. She figured him for this 'Magneto' character.

Magneto looked at the black clad young woman. "So I see you accepted my offer."

She shrugged. "Hey if the cutie over there with the cool eyes says you can give me power I saw where do I sign up and what's the catch?"

Magneto smirked at the young woman's attitude. "Simply, when you gain the new abilities like the rest that are coming you will be in my services."

"Hey I'm an independent woman, so here's the deal. You give me whatever it is I need and I will work for you, but only short term got it? I'm not looking for any commitments here." She placed her hands on her hips. Magneto scowled at her but Gambit only grinned. He liked this girl the more she hung out, that and anyone that could talk that way to Magneto was good to have around.

**-The Next Morning-**

Peter woke up surprisingly feeling fresh. He didn't ach all over or even a little. In fact he felt great, better then ever. He walked over to the mirror in his room and gave a small yell of surprise. He was wearing a black and white suit he had never seen before.

"What's going on?" Peter asked himself. He tried to find a seem for the mask but there wasn't one. He wanted the mask off and then to his surprise the 'mask' actually receded into the costume. Peter took a few steps back. "Okay please let this be a freaky twilight zone dream. I got to tell someone I-" He felt light headed suddenly and he needed to sit down.

"Oh man…what was that?" He was back on his bed resting his head on a hand. He could feel the 'material' on the hands and it felt like his X-Men uniform almost. He noticed the white square on the hand and extended his hand wondering why it was there. He made a fist and webbing came out of it. He felt for his web-shooters but they weren't there. He looked to where they were kept and found his new ones and old ones. Thinking on it both set of this shooters fired from his wrist not the top of his hand.

He was wondering what else this thing could do if it could make webbing on its own. "What am I think?! I got to get this thing off I can't go around looking like this." He saw himself in the mirror and extended his arms. Then the entire suit seemed to morph into his regular clothing. "Whoa. It…it must respond to brainwaves or something." But he still had to get rid of this.

'_Why?'_

'Why what?' Peter thought. Sure he had had conversations with himself but this felt…odd for some reason.

'_Why get rid of this?' _

'Because it's creeping me out THAT'S why!'

'_So it heals you and makes your own webbing and clothing and YOU want to get rid of it?'_

'Healed me?'

'_Last night you were hurting now you aren't.'_

Peter thought about that. Was it the suit that had done it. He had to admit this was a great scientific find. Maybe he could study it and see what else it could do.

'_The Professor will never allow that, you know that. He'll make you get rid of it.'_

'He would wouldn't he.' Peter thought darkly. Why? This was unique and he had to admit he was feeling great, better then he ever did. There was so much more that he could find out about this so much to discover. He couldn't let this be taken away from him…he wouldn't.

He grinned to himself looking at his reflection. He would tell them later after he was done, besides maybe he could fid something useful out of this? Maybe he could make new uniforms so they didn't have to change all the time and they would self-repair too.

'_Yes keep it a secret for now, what's the harm?'_

"Yeah…what is the harm?" He muttered to himself. He smiled and walked out into the hallway on his way to breakfast.

* * *

**NEXT UP CHAPTER 48: THE BATTLE WITHIN**

**By the way I'm trying to get at least 1,000 reviews but this is only going to 50 chapters (or maybe one or two more depends on how this turns out) so any help people. If you've read and never reviewed (and I wish you would) please do so now, I'm going for a personal record.**


	48. The Battle Within

Erich: Actually I drew it from my own vicious streak, actually I don't get that meaning what did you mean by that? I'm not sure the girls would be jealous of her I mean it's not like they all got a crush on him. But I'll think about it.

CloudsHalo: Thanks for the review, I like to put a bit of everything in my stories, including romance. I'm glad you liked everything else though, and I got plans for JJ and Brock. Sometimes Fight scenes are hard but I try my best at them. Unfortunately I don't have a comic shop anywhere and I can't find anything on certain titles.

The Uncanny R-Man: I haven't brought in the FF in this story so no, just him and the X-Men will have to deal with it.

Lord Destroyer: Let me put it to you this way, he _thinks_ he's talking to himself but it's that uncertainly that I wanted to use.

Morlin: I need to take a break from this so I figure end it then start a sequel when I'm ready.

Sparky Genocide: I wouldn't say whipped exactly I mean would you want to say 'no' to someone like that? Venom will be in the sequel later on.

Slickboy444: Yeah I wanted to add my own unique twist although technically it's the symbiote, Venom is when it bonds with Brock. Yeah you know the road ahead won't be easy for anyone.

Spyder616: You'll see more of her in the sequel.

Zack M. Strith: Are you kidding, I got a trilogy planned out. Plus only 50 chapters, most stories don't go this high.

Mark C: Actually I got how the symbiot used him like that from an old comic, I'm not sure how long to make the symbiot thing and I'm not sure how to end this as I planned it or start of the sequel where I planned to end this.

Stoneman85: Actually I will, see I want to take a break from this and finish up a few other fics before I start the next one.

X-Over: That's a no on the spider-x team, that makes no real sense when you really think about it especially the characters you want in it. Other members of the Brotherhood and Acolytes will join up mainly like you saw with Black Cat but others will be recruited.

Worker72: Thanks, and yes the symbiote will be evil and Carnage will show up like in the comics.

And thanks to: calamite, WingDing9, Red Witch, Episodic, Zeo the Other one, psychobunny410, Proponent of EVO, Jaguar, Jyru, Kaliann, ldypebsaby, Sithicus, Aaron, Mofo7, Shinobi, Janusi, fireinu, Stoneman85, demonman21

* * *

**SPIDER-X  
**

**CHAPTER 48: THE BATTLE WITHIN**

At breakfast Peter walked down looking calm and in fact in a good mood. He saw various students already eating and got himself some. "Hey Pete, I'm surprised you can walk." Scott joked seeing him.

Peter just shrugged. "Guess all I needed was a goodnight's sleep." He started to eat his breakfast and pretty much ignored everyone there. When he was finished he just walked out, he was still feeling great though but he had been planning throughout breakfast and he was going to go and put that into action.

"Hey Peter!" He turned to see Spyder running towards him. "Where ya going?"

"Out."

She gave him a confused look. "Where?"

"Look." Peter said a little harshly. "I got stuff to do."

"But you, me and Kurt were going to go into the Danger Room for a little more practice." She said pouting a little.

"Look you and Kurt will have to do it without me, I'm busy." Peter said and then just turned around and walked out the front door. Leaving behind a very confused Spyder just staring at him leave like that.

'Man what's his problem?' She thought angrily, he had never talked to her like that and was wondering what was going on with him.

**-New York-**

Peter had taken the bus to New York and was now outside the Daily Bugle. He looked up at the tall building with a mixture of contempt and hatred. He was wondering why he felt so strongly about this, okay sure he was pissed but he was never one to try what he had been thinking about.

But then again these guys had made money off of dragging his name through the mud and all the lies they told people also angered him. Peter's jaw clenched just thinking about that and saw a payphone nearby. He had two plans of action. One was to get even with Brock the next to clear his name and ruin the Bugle's in the process.

He would go for Eddie Brock first since he still might have some photos that showed that he wasn't part of that theft. He looked up the number for the Bugle and calling. "Hello, Daily Bugle. How can I help you?"

"Yeah I'm trying to reach Eddie Brock is he in?" Peter asked the female voice on the other line.

"Just a moment." There was a short pause before the woman came back. "I'm sorry he's out on assignment. Can I ask what this is about?"

"Well I'm his cousin visiting in from Jersey and I'm supposed to room with him for a bit but I lost the address of his place and I figure I could catch him at work." Peter did his best to sound alone and scared in the big city.

"Oh well we're not supposed to do this…but…hold on." She said and Peter smiled. A few seconds later he had the address. He bought a map at a news stand and looked it up. Normally it would be a forty-minute ride on the subways but he had a faster mode of transport. He found an alley and crawled up to the rooftops and willed his new suit on the way up.

He had to admit having this suit sure made changing easier and he didn't have to wear another suit under his normal clothing, that got uncomfortable at times and itched some times too. Not to mention he always had to make sure that when he did that, that his suit never showed.

Now he swung over the streets of New York. He wasn't sure at first but he seemed to be doing it faster then normal. He landed on a rooftop and looked to another two buildings away. Normally that would be the maximum jump so he wanted to test this out. He ran forward and jumped. To his amazement he jumped higher and longer the normally. When he landed he looked behind and saw he was now five buildings away from where he had been. "I don't believe it…this thing is actually enhancing my abilities!"

He practiced some more on the way and he had to admit he had made it to Eddie's apartment in record time. Normally he would have had to go all out to get there as fast as he did but he had gone at what felt like a normal pace. He knew the apartment number and knew it was on the forth floor. It took a little trail and error but he figured that the apartment with the photography equipment was Eddie's.

He looked around the place. It was a one-bedroom place, kind of spacious but not too much. He looked around for photos or the negatives. He looked though the place for over half and hour and all he found was a fridge full of stuff that had gone bad weeks ago and nothing interesting.

He was also having doubts on doing this. This wasn't the kind of thing he did and what he had planned was certainly not something his Aunt or the others would approve of. Then he would think back to what he had been put through and his anger just flared up. He went on searching but then his spider-sense went off and he hear the door being unlocked.

Eddie Brock however was just getting back from shooting some shots of the mayor at a speech. He had time to process the photos and could hand them in to JJ just in time for the late addition. He walked to the table in what he liked to think of as the dinning room when he noticed his place looked slightly trashed. At first he thought he was robbed but still saw his stereo. He turned to get to the phone and call the police when he was suddenly grabbed from off the ground.

He was suspended in the air and was turned around only to face a dark mask with two giant white circular eyes. "Hello Eddie, we need to talk." Spider-Man said evenly in a dark tone.

"S-Spider-Man!?" Eddie said which was more of a question then a statement because of the new dark costume.

"Yeah I know, I'm going for a new look," The pulled him close to his face. "And a new attitude to match. Now I'm going to ask nicely only once…where are the photos?"

"W-What photos?"

"Wrong answer!" Spider-Man shouted and threw Eddie through the air and he landed and bounced off his table and landed onto the floor. Eddie shook his head seeing stars from the pain he was feeling but then he was lifted up again. "The photos Brock! The ones you took of me and I mean ALL of them!" He started shaking Brock in the air.

"I don't know-" WHAM! Eddie was slammed into one of the walls and he shouted out in pain.

"Look Brock I'm not toying with you." He said sternly holding him against the wall with one hand on his collar. "Now we both know I wasn't involved in that theft and you _got_ the photos that prove it. So here's what I'm going to do, I'm going to start breaking bones until you tell me where they are."

Eddie had actually met him once that day in the alley with the Sirens but this was a side he never saw before. He thought Spider-Man wouldn't just bust into his home and rough him up. In fact the tone of his voice alone told him that he was more then willing to carry out this threat.

"And in case that little brain of yours it telling you that I might be bluffing that was the old Spider-Man, I'm the new and improve not-very-friendly-neighborhood Spider-Man." Just then the suit started to ooze off his arm and wrap around Eddie's neck squeezing it slightly.

"Ah! W-w-what…what the hell are you?" Eddie asked him terrified by seeing his suit was alive.

"Someone you really shouldn't have pissed off!" Spider-Man slammed him into the wall again to drive home that point. "Now give us the photos!"

Eddie was about to ask what he meant by 'us' but the thing around his neck tightened. "Drawer…over there…" He chocked out and pointed to one in a small stand by a chair. Spider-Man let him drop to the floor coughing and checked it. He found an envelope and looking through it he found all the photos including ones that showed him fighting Rhino and Shocker.

Spider-Man walked over to him and picked him up. "What? I gave you the photos! What more do you want?"

"A little payback." He hissed out and threw Brock across the room and he slumped to the floor out cold.

Spider-Man exited through the window swinging away. While Peter was going to his next destination he couldn't help go through all of that in his head over and over again. There was a part of him that was horrified by his actions, yet there was this other part that enjoyed it, that got a rush from doing that. He couldn't believe he had hurt him just like that, and yet he was glad that he did it, hell he was wishing he could do it again.

Peter found an alley close to his destination and quickly changed into more normal clothing. He looked up and smiled at the sign on the front.

'New York Post'

Peter figured the best way of getting back at the Bugle was to make the entire world know what they did. He looked through the photos and tore up the ones that made him look like a criminal and dumped them. He walked right in. In his head he knew that he was kind of sinking down to their level but then there was another part of him that kept on saying how they deserve this for all the lies they printed.

It took some time but he got to meet the assistant editor of the paper. He was taken into an office and sat down across from a desk. The man on the other side leaned forward in an all business manner. "So young man I hear you got pictures of that Spider-Man fellow?"

Peter nodded. "Oh I got more then that. Tell me…how would you like to take the Bugle down a peg?" Peter grinned when he saw he had captured the man's interest. Fifteen minutes later he was walking out with a nice check for selling 'his' photos to them.

He grinned at the check but then he stopped and his face fell. 'What am I doing? What did I just do?' He asked himself, horrified by what he just did. He was supposed to be a man of principles, how would Uncle Ben think of him doing this?

'_But he's not around anymore is he? Taken from you, by some punk. Besides you deserve this.'_

Peter was wondering about that. Did he really deserve this? His Uncle would be ashamed of what he did.

'_How would you know? Besides it's your fault he died because you _didn't_ act. Now someone is attacking you and you're just supposed to lay down for it? He always said you should stand up for yourself more. Justice was handed out.'_

Peter tucked the check into a pocket and just walked back to the bus station thinking on things. Everything just seemed so…different lately. Everything that was so clear just seemed to muddy. He was thinking that maybe he should talk to someone.

'_NO!'_

'Why the hell not?'

"_How would they know how you feel? Can they honestly relate to you and what you deal with all the time?'_

'But they're my friends. I mean what about Rogue?'

'_You don't need her.'_

Now THAT thought scared Peter. Where the hell did THAT come from, of course he did he cared for her…hell…he was sure he was falling in love with her. He thought about her a lot, the smell of her hair, the taste of her lips, that little smile she gets that lights up her face and those beautiful green eyes he loved to look into.

'_She's only trouble, get rid of her. You don't need her you don't need anyone else.'_

Peter stopped and was wondering what was wrong with him. Those were thoughts he never should have he was also getting worried. When he got onto the bus he sat down thinking that maybe he should talk to someone, then he got a huge pain in his skull and passed out.

The next thing he knew he was waking up as the bus pulled into Bayville. He was confused and disoriented. He tried to remember what had happened and he remembered sitting down and he was thinking about…his face contorted in confusion as he tried to remember what it was he had been thinking about but for the life of him he couldn't remember.

He must have dozed off or something. He just shrugged it off and when the bus had finally stopped he got off and felt the check in his pocket. He figured he might as well put it into his saving account he had earned it. It was strange he thought to himself. Before he had been against the idea of the check but now he felt better about having it.

'Guess that sleep must have cleared my head.' He figured and walked on to the local bank.

**-Later, Xavier's-**

Rogue was in her room finishing up her homework. She didn't notice the presence behind her until a dozen long stem roses were just placed in front of her. "What the!?" She turned to see Peter with a smile on his face. "Peter?"

"Hey beautiful."

She looked back and took the flowers. "Peter…what is this?" She asked him. No one had given her flowers before she always figured it was just some cheesy romance novel thing but despite herself she actually liked it. She took them into her arms and looked back at him. "What's all this about?"

"I'm going to take you out tonight, I figure I should start treating you like you should be treated." Peter told her. "In fact I'm thinking of taking you to that restaurant uptown, you know the one on Main Street?"

Rogue tried to think of which one that was and her eyes widened. "Peter that place is too expensive for ya."

Peter just smiled. "Normally I would have agreed but not this time. Come on I can afford it and I want to show you a good time."

"But…what am ah goin' ta wear? Ah mean it's kind of classy." Rogue said to him. She kind of hated how that sounded like something Kitty would say but it was true.

"How about that dress you wore at the dance?" Peter offered her he ran his hands down her arms and started to talk gently into her ear. It was a new side of Peter she was seeing at the moment and it was catching her by surprise. "Only without the gloves and scarf, it really looked good on you."

"Alright, ah will." She told him. She wasn't sure but to her Peter was acting a bit differently.

"Great I'll go to Scott and get his car for tonight." It took Peter a little time to find Scott, he was watching TV with a few of the other kids.

"Hey Scott I need to borrow your car for tonight I want to take Rogue out for dinner."

Scott as well as a few of the others looked over at him at this information. "Why my car?"

"Because it's better then the van or Lance's jeep." Peter said flatly.

"Hey lay off my ride." Lance said to him. "It's a good jeep."

Peter snorted at that remark and looked to Scott again. "Okay fine, I figured you would want to help the guy that made you see in Technicolor again, my mistake." Peter then began to walk off and now Scott felt a pang of remorse now. He did owe Peter, hell he owned him a lot for helping him see the world again.

"Wait! Alright Peter you can take my car, just be careful with it."

Peter nodded and walked off.

By the time for the date Rogue was putting on the final touches. When word of this got around Kitty of course just had to help out. But Rogue managed to convince her that she was just fine. All she did was fix her hair slightly and put on new makeup with the dress.

When she got down stairs and saw Peter waiting and the suit that she saw that he was wearing surprised her. It looked expensive and was wondering how he could afford it. There were a lot of strange things like Peter seemed more confident but also a bit more rude to other people like the valet for instance. And the looks he was giving her were also a little unnerving.

It was like he was undressing her with his eyes or something. It wasn't the kind and compassionate look that she liked seeing. She was getting kind of uncomfortable with it. And every time she brought up how he could afford this he got frustrated and kept telling her to drop it. She did but her uneasiness was beginning to grow.

Even thought the meal was great, Peter's new attitude was strange and was killing the mood at times. She was worried that maybe something was wrong with him at one point. He just seemed like his old self only more confident then he was angry and lashed out without reason. She knew he was under some stress of late but she couldn't help but wonder what else was going on.

By the time they got back to the mansion she was sure there must be something wrong with him. They walked to the upper levels and Peter suddenly took her arm and quickly pulled her into a kiss. It was full of passion and she was surprised at first. "You know Rogue I really care about you." He whispered to her. "I mean I've never felt this way about a girl before."

They started to make out in the hallway. Rogue was still reeling from the passion he suddenly just put into this. "Ah know how ya feel." She said back, which was true. Peter had gone from friend to boyfriend and her feelings for him were growing. Then he did something totally surprising. While in a passionate kiss he slipped one hand down her back to her ass and actually squeezed it. Rogue jumped in surprise but Peter didn't stop.

Rogue was wondering what to do when his other hand grabbed another more inappropriate place higher up on her front. That had done it and she pushed him away. "Hey! What the hell are ya doin'?!" She was completely shocked by his behavior, this definitely wasn't the Peter she knew.

"Oh I see," Peter said in a dark tone she had never heard him use before. "That's how it is huh? Well fine then." He sneered and just walked off.

It was at that moment Rogue knew there was something wrong with Peter and she was going to find out what it was.

* * *

**NEXT UP CHAPTER 49: DARKNESS REVEALVED**


	49. Darkness Revealed

Erich: Ah now I get it, no she'll still be the same. And you know Peter will regret a lot that he did while with that suit. The next chapter may be a little different then what you had in mind but I hope you like it.

CloudsHalo: I don't want to spoil how he gets rid of it I prefer to write chapters that weren't in the show but occasionally I throw in those episode based chapters to give the feel like he was there.

The Uncanny R-Man: I thought that was fitting punishment for both of those and of course she will, but I'm getting ahead of myself. But you know when Peter gets his head straightened he'll feel like crap about it.

KSimonT-X: Big thanks, and yes Cletus will be Carnage and it will be like in the main Marvel comics, I'm trying for a sequel, I might go to or past the series I'm not sure. Yes Ben Riley will show up in the next one.

Emerald Knight1: In the main Marvel it was affected by both fire and sound and so is this one. Yeah I was going for having people guess how much is Peter and now much is the suit.

Episodic: Okay…not sure if you were for or against Peter/Rogue but I got a Romy or two that will be up in the future sometime, but they're a long way off.

Slickboy444: Don't worry things will work out and it's the symbiote not Venom.

Jaguar: No I'm staying with 50 chapters.

Morlin: What's the 616 universe? You'll see later on how it will go.

Mark C: Yeah it is slowly taking him over, everyone will be surprised by when they find out what's wrong with him and it won't be just Rogue that thinks things are wrong with him.

Worker72: Yeah I still want to keep Venom evil. I'm bringing Carnage in the next story.

And thanks to: X-Over, Red Witch, ldypebsaby, psychobunny410, Kaliann, celtcath74, Sparky Genocide, Stoneman85, Lord Destroyer, sweegy, ShadowHawk, Karakin

* * *

**SPIDER-X**

**CHAPTER 49: DARKNESS REVEALVED**

Brock was score as hell and ached all over. Betty, JJ's secretary saying that Jonah wanted to see him, called him in to the Bugle. It had already been a day since Spider-Man attacked him and he was wondering what this was all about. He entered the noisy and busy offices of the Bugle and walked up to the desk in front of Jameson's office and saw Betty the secretary there. "Hey Betty." Brock said to her.

"You better get in there, the boss is pretty pissed," She warned him and Eddie got a bad feeling at the moment.

Brock walked into the office, the smell of cigar smoke in the air and saw JJ there and not to happy looking, less then usual even. "Brock can you tell me what THIS is about?" JJ yelled at him and slammed down the paper of another major paper. Brock looked at the front page and saw one of his photos that Spider-Man took from him and it show him fighting those two freaks. "You told me that Spider-Man was in on it Brock!"

"Well I figured you would like that angle, you do it all the time," Brock told him.

"I don't come out and say it," JJ yelled at him taking the cigar from his face and pointing at him. "I say 'was he' or suggest he was. I don't come out and accuse him unless all the evidence points to it, that's the different between my job and libel." He slammed his fist into onto the paper on his desk. "You lied to me Brock and now the Bugle's reputation is in question Brock. Not since I started this paper has that EVER happened, not once!"

"JJ, you got to understand," Brock begged him. "I figured I was doing you a favor I mean I'm the only one that had those pictures," Jameson raised and eyebrow and tapped a finger against the picture on the front page. "That's one of mine."

"WHAT?"

"No you don't understand, Spider-Man he, he took those photos and must have sold them." Brock told him.

"Let me get this straight," Jonah, said to him studying him intensely. "First you lied to me about the photos and what happened, now you're telling me Spider-Man took your photos and sold them."

"That's right! He kicked the crap out of my, messed up my place and took my film, he was wearing this new black and white suit too."

Jonah just stared at him for a moment. "You honestly expect me to believe you?" Eddie was about to respond but was cut off. "That was rhetorical Brock! Get your stuff out of here you're finish!"

"But Jonah-"

"I said you're gone so get before I have security drag you out and throw you out!" JJ said pointing to the door. Eddie just turned and walked out the door. "And don't let the door hit you and the way out and don't expect any references from me Brock."

Eddie couldn't believe what was going on, he had just lost his job and all because of Spider-Man. Eddie clenched his fist until the knuckles were white. He swore he would get even with that freak, if it was the last thing he did he would get even with him.

**-Two days later-**

It had been a few days and Rogue had been watching Peter closely. She had thought of going to the Professor but she just wanted to make sure that it wasn't serious at first and that maybe it wasn't as bad as she thought it was. She was worried about him and she wasn't the only one. Over the last few days Peter had been acting more and more strange. That and Peter had been avoiding her all the time, even when they were close he made sure that he didn't touch her.

It hurt how cold he was treating her, she wanted to know what was going on with him, why he was so strange, and most of all she wanted the old Peter back. The one that made her smile and feel special. She wanted him back in her life, she just didn't realize until now how much she missed him and it was hurting much more then she thought it would.

In the Danger Room even though Logan had been impressed with the amount of skill he had been showing lately his attitude was worse then he had ever seen. He had been argumentative and didn't listen at all to instructions. May had tried to talk to him and had blown her off. Kurt tried next, then Spyder and Scott tried as well since he was the leader of the X-Men and needed to know what was going on. Peter ended up getting angry and actually hit Scott giving him a black eye.

Peter had been grounded for that for a week, even Doc Connors had pulled Kitty aside after class and asked her if there was a problem with Peter since he wasn't himself in class. After that even Kitty was wondering what was going on.

Xavier was also worried he called Peter for a private chat into his office wondering to get to the bottom of this. He was sitting in his office waiting for Peter to join him. He was going over his mind about what was going on with him.

Peter was in his room at the moment feeling strange. There was a part of him that kept telling him to leave to go before he talked to Xavier but he didn't want to go, this was his home where all his friends were and family. He was getting large headaches but was fighting it off. 'I need to see McCoy, something is wrong with me.' Peter thought to himself. The pain increased but this time he fought it, he wouldn't let this control him.

He staggered up to his feet and slowly walked out of the room. He pressed a hand against the wall and slowly made his way to the stairs. At the foot of the stairs he fell to his knees. "Wh-what's happening to me?" He weakly asked himself.

Rogue had come into the room on her way to confront Peter directly about what was going on. She couldn't just sit back and try to find out what was wrong she needed to know now. Then when she got to the large foyer she saw Peter on his hands and knees in pain. "Peter!" She rushed over to him kneeling down next to him. "What's wrong?"

"I…I don't…ARG!" Peter clutched his chest.

"Ah'll go get help," Rogue told him but then felt an iron grip on her wrist. She turned shocked to see Peter's hand grabbing her only his hand was all black with a white square on the palm. "Peter what is that!?"

"You will not take him from us," Peter said coldly and then suddenly let go and backhanded her in the face. Rogue flew back a few feet and was dazed from the blow. She shook her head and suddenly she felt herself being lifted up by the front of her shirt. She looked into an angry Peter's face only it wasn't his face, his eyes were cold and hateful, she knew it looked like Peter but she knew him well enough to know that this wasn't him.

She still had on the bracelet so she couldn't zap him and now he raised another fist in order to punch her again. She tasted some blood from her lip already and was afraid, she never had been afraid of Peter and never thought she would be but then again this wasn't her Peter. "Peter, please fight this, ah know ya got ta still beh in there, fight!"

She saw the fist coming towards her and then slow and finally stopped. The fist started to shake and soon it grabbed his other hand, the one with the black stuff on it and released her to the floor. "Rogue…" Peter said weakly to her and she saw in his eyes it was really him and he was hurting. "Please…help me…get…get the others."

She nodded her head and started to yell out at the top of her voice to get the attention of anyone or everyone.

"What's the hell is going on in here?" Scott said coming in with a few of the others. They saw Rogue with a bleeding lip and Peter but with this black stuff growing all over him. "What in God's name…" Was all Scott could say seeing it.

Jean closed her eyes and concentrated on Peter and felt something else there. For the past few days she had been sensing a shadow of something among them, she thought she was just imagining it since it didn't seem to be human but there it was and it was no longer hiding itself. "Scott, that stuff…it's alive!"

Everyone turned to Jean at that with the same thought that they just hadn't heard right. "You will not stop us." Came a raspy voice from Peter as the costume completely enveloped his body. It knew that it was found out and now It has to take the host away, the bonding was done yet but it was close and soon the host would belong to It.

Now others had joined in and were surprised and shocked to see this new black and white costumed Spider-Man. Logan extended his claws. "What the hell is goin' on here Parker?" Logan demanded and started to take a few steps forward. Jean tried to tell him to be careful but Spider-Man was too quick, quicker then he normally was and snagged Logan with two web-lines and lifted him into an high arc in the air and slammed Logan hard into a couple of students that were slow to do anything. Jean tried to reach Peter's mind but was being blocked by the other presence there. It felt her and knew it was Jean since It knew everything the host knew. It fired a web blast in Jean's face covering it.

Jean couldn't break with it on and Scott tried to help her get it off, he thought about blasting Peter but he didn't have his visor on and if he turned off the watch that kept his powers off then he might hit some of the others. The other mutants tried their best to subdue Peter but the costume made him faster, stronger and a lot tougher then normal.

Iceman kept trying to freeze him but didn't get close. "Man how the hell are we supposed to nail this guy?"

Jubilee saw Spyder and ran over to her. "You can corner him with your webbing?" She asked the younger girl. Spyder looked a bit her lip, she was still trying to figure out how to use her webbing without draining her but she nodded her head. Jubilee smiled to her and when Peter was in the right place she nodded to Spyder who fired two separate strands of her webbing and Jubilee sent fireworks all around him hoping to overload his spider-sense.

It was working since there was too many danger signals for him to discern from major or minor danger. Amara hadn't expected him to slow down and accidentally nailed him in the back with a fireball. Peter screamed out so loud that everyone had stopped and Amara was scared that she had seriously burned Peter. She placed a hand over her mouth trying to see if his skin was burnt badly or not.

Everyone didn't see his back burnt in fact the suit was squirming from the blast. "Hey Amara I think fire hurts that stuff lay it on him." Bobby shouted out and she readied another fireball.

"Wait!" Scott said after managing to get the webbing off Jean who had helped with her telekinesis. "What if that goes through the suit and burns Peter?" Amara froze. She wasn't sure if her fire powers would burn just the suit or at one point would go right through to Peter's flesh.

Logan saw Rogue was edging close to Peter, who was still recovering from the pain of Amara's attack. He leaped forward and growled trying to get all of Peter's attention on him.

Rogue had taken of her power dampener and was trying to see if she could drain that thing off of him but the suit could see everywhere and saw Rogue easily enough. It formed a small fist from the back and slammed into her chest with surprising speed and strength. "No!" Peter shouted out. He knew what had happened even though he hadn't seen it.

He was trying his best to take control but the suit was too powerful, he only had moments of control. But he knew one thing, he had to get out of here before he hurt anyone else. He jumped through one of the first floor windows and onto the lawn. A few of the students went through the front after him. They say Peter there crouched low on the lawn but then he just disappeared.

"The hell!?" Bobby said looking back and forth. "Where is he?"

"There!" Logan pointed most missed it but a few saw something that looked kind of like something out of the Predator movies. "Some kind of chameleon ability I think," Logan said while running off. He chased Peter but he was fast and was over the wall in no time.

After some time after Beast looked after Rogue and the others two had minor injuries and Spyder who was sleeping off the draining of her powers. Everyone was talking and wonder what had happened to Peter. Rogue was sitting on one of the beds in the medical ward with an ice pack to her face and another to her chest. "Rogue?" She turned to see Kitty and Kurt looking at her. "Like what's going on?" Her roommate asked her.

"Ah don't know," Rogue told them. "But ah think that thing whatever it is…that thing is why Peter had been so strange lately."

"You zhink so?" Kurt asked her sitting down next to her. He hoped that whatever was going on with Peter they could save him and help him. He was one of the few kids that got his sense of humor and was one of his closest friends lately.

Xavier had other matters. He was heading to Cerebro in order to search for Peter and this living thing that had somehow attached itself to Peter as well. "Charles." Came a soft and worried voice. He turned to see May standing behind him looking like she was just holding on.

Xavier wheeled himself closer to her. In the short time that she had been here Xavier had been pleased to have her. She had been wonderful help with the children and to be honest he liked her company. "Don't worry May," He said gently and taking one of her hands. "We'll find him."

She nodded her head. "I know…thank you." Xavier nodded and went on his way to Cerebro. It had been upgraded to find others like Peter now but he was worried that whatever that stuff was might mask itself. It had already done so for who knows how long. Xavier felt disappointed in himself that he hadn't found it. He had sensed something now and then but thought maybe it had been something else, he never expected something like this. Now because of his oversight a young man was in trouble.

Across town Eddie Brock was in his car looking for signs of Spider-Man. So far that bug had ruined his life and he was going to do the same. He was going to follow him around and find out who he really was and expose him to the world. If he wanted publicity then Eddie was going to give it to him. It was by blind luck and change that he spotted Spider-Man swinging away, and he followed him.

Peter tried to get some control over his body as best he could but it was hard, he tried to fight this thing with everything he could, he couldn't believe how stupid he had been and didn't see how he had let himself get into this. He should have gone to the others before all this but it was too late now. Now he just needed to get out of there before he hurt them more.

He needed somewhere isolated and alone. He say this old church that was closed up and managed to swing himself through a broken window that wasn't boarded up. He landed into the dusty place seeing that no one had been here for some time. He staggered to his feet to the alter that was till there. "Get…off…of…ME!" Peter shouted out trying to rip the substance off his skin.

But it wasn't coming off. He was afraid that he was going to be stuck with this thing, that this thing was turning him into some kind of monster. If it were true he would have to leave, he couldn't just sit by and let this thing take over him and he wouldn't hurt the others anymore then he had.

They were his friends, his family and he wouldn't let this thing hurt them anymore. He thought of Rogue laying there and felt sick to his stomach. This thing was twisting him around inside bringing out the darkness inside of him. The fact that there was a part of him that _could_ have hit Rogue hurt the most. He looked up at the old cross there behind the alter in front of him.

Please…help me…" He prayed. He might not have been as spiritual as Kurt but he did have faith, his aunt and uncle had raised him to believe in God and that he was there for you in darkest times. 'Well…this counts.' Peter thought to himself feeling this stuff crawling over his skin doing who knows what to him.

Then he was aware of another presence he shot out a web line and from the shadows pulled out someone he didn't expect. "You!?" Spider-Man said seeing Brock. He heard a 'thunk' sound and saw a camera hit the floor. Peter had enough of this and now was not the time for this. Before Eddie could start spouting off he webbed up his mouth and tied him up and left him there behind the alter. 'Out of sight out of mind.' Peter thought, he didn't even want to look at him.

He felt the 'urge' to leave to go and he tried to fight it. He saw a door and hoped it let to a small room to lock himself in it. When he got in he saw it let to the tower, and a way out. "Oh hell no." He said to himself as he felt his legs move.

He tried to fight it, tried to grab the railing or the walls but it didn't stop him. But after some time he found himself in the bell tower. There was still and old bell that hung there only that the rope used to pull it had rotted away long ago and it had most likely rusted so much that it never ringed anymore.

"NO!" Peter shouted to the suit. "What do you want from me? Just get off of me and leave me alone!" He shouted out again in anger and threw a fist wildly and slammed it into the bell. His strength caused all the rust to crack and forced the bell for the first time since the Church closed the bell rang out. Peter grabbed his ears in pain. He knew that being so close to a bell that large when ringing wouldn't be comfortable but this was more then that, in fact he hadn't felt this kind of pain since Amara burn him, no not him…the suit. He felt it's pain and it was weak against fire…and loud noises.

He saw the suit squirm all over his body and when the bell rang again from falling back the other way Peter felt the blinding pain again and felt the control of it weakening. He gathered up all his strength and punched the bell again forcing it to ring all over again. He kept it up all despite the pain.

It was the most painful moment in Peter's life, it was like someone was tearing him apart but he kept it up. He wasn't sure if he was dying, it felt like it and he didn't care if this thing did end up killing him. He wanted to be free of this thing and he would go to any cost for it. He didn't know how long he had kept it up, the pain made his mind hazy but he kept going and going.

It wasn't until he bloodied his knuckles against it that he realized it was coming off. He looked down seeing the black stuff flowing off of him down below him. He stood there in the chill only in his boxers swaying about slightly. He lost sight of the stuff in the darkness below but he couldn't think anymore, he was tired, his hand was bleeding and he collapsed onto the ground the pain of what he had gone through echoing through his core. He blacked out at that moment hoping that he had killed that stuff and it would never bother him again.

The others had arrived at the Church since that was where Xavier had felt where Peter's mind was at the moment. Kurt teleported himself, Rogue and Kitty to the top of the bell tower. They all saw Peter there sprawled on the ground, only in his trunks too, Kitty blushed and after Kurt prodded her with an elbow did she turned around. Rogue didn't really notice at first she was more concerned with Peter. "Oh god Peter." Rogue knelt to him and checked him out.

Peter felt like all his skin had been ripped off and then a belt sander had been used to polish him off. He felt something his head was resting against and someone stroking his head gently. He also smelled a familiar scent in the air. He slowly opened his eyes and a blurred vision cleared up to see Rogue's face. "Rogue?" He weakly asked her, not sure if he was awake or this was just some dream.

"Peter ah'm here, we all are." She told him.

"It's gone, the bell…the sound…hurt it…Rogue I'm so sorry…I didn't mean to…I…" Peter only had a hazy recollection of what he had done in the last hour but he did remembering hurting his friends and Rogue. That hurt worse then his body, he couldn't believe he had hit her, he felt like scum especially seeing the bruise on her face, that hurt worse then the bells.

"Ah know. It was that stuff." She told him gently.

"I'm an idiot." He muttered.

She smiled at him. "Probably…but you're mah idiot." Peter smiled a little at her joke and was glad to see that she didn't blame him even though he did.

"You're also kind of…naked." Kurt told him and Peter looked down and saw that he was only in his boxers and paled then blushed when he realized his girlfriend was seeing him like that. Rogue just noticed it too and also blushing madly.

Jean with Scott and Logan levitated up to them. "Guys what's going-oh my God!" Jean blurted out and quickly turned around.

"Why not just drag me around the Institute or take a picture for all the girls why don't you." Peter muttered. "This is the most embarrassing moment of my life."

"All right all you girls out," Logan said to them all then looked at Rogue. "Especially _you _stripes."

Rogue merely nodded and joined the girls as Kurt teleported them out of there. Peter looked up at Logan and Scott. "Guys…I'm so…"

"Save it for later Parker," Logan told him kneeling down and checking him out. "Say your sorry later after we get you checked out."

Peter nodded weakly and then started to fall into unconsciousness. Scott knelt down next to him. "You think he's going to be alright?"

"I hope so." Logan told him. 'At least physically but I got to wonder about his state of mind after this.' Logan thought to himself.

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**NEXT UP CHAPTER 50: EPILOGUE

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**Also I was wondering if you could help out a few writers that I think could use some support. Could you take a look and review the fics "****Life in Bayville****" by ****Violet Angel1**** & "****Rogue's Little Sister?****" by ****LittlRogue**. **These are a couple of fics that I feel are overlooked lately, trust me you'll like them.**


	50. Epilogue

Erich: I'm sure it will get around how they found Peter and you know that will be embarrassing. Yes that's where the chameleon abilities came form I saw that in a Venom mini-series once. I don't think Jean's going to be jealous but it might give her some thoughts on Scott an their relationship a bit.

TheUnknown325: Technically I draw this Spider-Man from the comics and my own imagination. I hope you mean a friendship with X-23 she is only 14 you know, but there will be a problem with Rogue and Peter of course. Steward Trainer will be the one involved, no Avengers though that wouldn't fit in this, but I'm not sure about Kain though, I'll think on it. As for the rest either I don't know or don't want to spoil the surprise.

Prophet-Song: I already addressed that in the author's notes and I said I wouldn't answer that question anymore because I'm sick and tired of answering the same thing over and over again.

The Uncanny R-Man: Amara was shown a few times…not sure about Jubilee but then again the New Mutants weren't really a focus in this fic.

Lord Destroyer: He had his boxers on so he wasn't completely naked, and Venom will show up in the sequel. As for the rest read on and you'll see.

TheLegendaryManHimself: Yeah kind of where I got the idea and so I can use this for a future plot in the next story.

Episodic: Yeah I know but it has to end sometime, but at least you know there will be a sequel and I'm glad your open minded.

Slickboy444: Yeah that's kind of where I got the idea for the bell that and the comics, I know it's sad that it's ending but I will do a sequel.

Morlin: Maybe I could have but it mainly might have been pointless and I couldn't think of anything good to put into it at the time.

Silver Warrior: Thanks for the kind words, Logan actually did know Peter's parents in the comics that's were I got the idea. Although the Green Goblin has done more to Peter then Venom has. As a guy with glasses I know your pain all too well.

And thanks to: X-Over, Spyder616, Mark C, Red Witch, ldypebsaby, Jaguar

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**SPIDER-X**

**CHAPTER 50: EPILOGUE**

Hank was looking over the result he had been running on Peter. Peter himself was in a bed resting, he had been out of it since they brought him in yesterday and was still weak from separating himself from whatever that thing had been. Hank had taken blood samples, skin samples and anything else he could have gotten. He even found some residue of that substance on the floor after Amara had hit it with fire. It wasn't complete and by his study of it before the specimen died he found it to be symbiotic and he had no doubt that whatever it was doing to Peter it was taking him over slowly.

He pushed his glasses up higher on his nose and sat back looking at the computer screen. It was a truly remarkable substance but frightening as well. He hated to think what would have happened to Peter if he had never gotten it off. He was glad that Peter found another way to get it off even though the separation had left him weakened from the strain of it. Hank had found his body had gone through a major and he guessed quite painful separation.

He was glad that Peter came out without any permanent damage although if he had been more bonded to that symbiote then he was sure Peter would have died or critically injured from the damage of being pulled apart. He saved all the information on his computer and decided to go and see how Peter was doing. So far they explained his absence from school as that he was just sick although a friend of his, Hobie he believed had also wondered about him.

It was late in the second day of Peter's recovery and so far he was awake a few times but was very tired. He saw Peter laying on his bed still asleep but not alone. There by his bedside both Spyder and Rogue were, only asleep. They along with others had stayed with him now and then, and May mainly during the mornings when the kids were at school.

"I didn't want to wake them," Came a female voice and Hank turned behind him to see May there sitting watching the three of them. "They just looked so peaceful I hated to ruin it." She said softly with a smile. Hank looked back and he too had to smile at the scene. Rogue was on one side with her head resting on his arm and holding his hand. Spyder was on the other side and Hank chuckled to himself seeing that she was drooling slightly on his arm too.

"They both like to talk to Peter even when he's not awake." May told him quietly as he sat down next to her.

He padded her hand gently with his large furred one. "How are you doing?"

"Honestly?" She looked at him with slightly tired eyes. "I'm just relieved that he's going to recover and that his odd behavior over the past few days wasn't really him." She shuddered a little at the thought of nearly losing her only family left in this life to that…thing. She worried about him constantly as Spider-Man and now this had threatened to overwhelm her when she saw the damage and heard about the battle upstairs.

Luckily both Ororo and Xavier had helped her through it. To Ororo she felt close to, mainly due to the fact they were the only women around but they both had this gentle caring nature towards the children and she had to admit the young lady had this calming force around her. To Xavier she felt like she had found a friend that she could take comfort in. She used to go to Ben all the time it was nice having someone her own age around and he had this calming aura around him much like Ben did at times. It was a familiar sensation and was glad that he didn't seem to mind being with her and helping her through this.

Hank looked at Peter and smiled thinking back on all the hardships he faced in his life. "It's good for him to have people who care for him like that in his life."

May smiled and nodded an agreement with him. "They love you know," She said and he gaze her a sideways glance so she went on. "One loves him like a brother the other…well…let's just say I saw that look in Ben's eyes when he looked at me when I see those two together." May felt a warm comfort knowing that her nephew had found someone in his life that seemed to feel the same.

"I'll admit Rogue has been happier lately," Hank said remembering how Rogue used to be more closed off to the world and how usually it was only Kurt that could get her to crack a smile but then given her powers and her fears of those abilities he wasn't surprised she pushed the world away. Peter had not only broken through those walls she put up over time but with that bracelet gave her hope for a more normal future.

The two adults stared at the youngsters. "We should put those two to bed, or at least in two of the ones here not in use," Hank said quietly as he stood. He took Rogue gently and placed her in a bed next to Peter while May handled Spyder. The little gray girl curled up against May and she looked down and smiled at her. She placed her in a bed nearby and tucked her in. Gently stoking a light gray hair out of her face.

**-The Next Day-**

Peter woke up still feeling tired but not as much and at least now his body only ached like he had gone through one of Logan's punishment Danger Room sessions. He slowly sat up looking around the infirmary. He seemed to be alone and took the sheets off and tried to swing his legs over to the side and stand. It was a lot harder then he remembered to just stand and was a little weak in the knees. "Peter!" He looked to see Hank rushing over to him. "You should be more careful. You shouldn't just rush up like that."

"Sorry I had to," Peter said a little embarrassed for the next part. "I got to go to the bathroom and there's no way I'm using a bedpan."

After a small trip to the bathroom he came back to the room to find May there with some lunch for him. He didn't even realize it was noon. She placed a tray near his bed but he stopped her as she was leaving he had a lot of things to make up for lately and he better start with her. "Aunt May, I just wanted you to know that…well…I'm sorry about my actions lately." He told her looking down.

She walked over to him and sat down next to him placing an arm over his shoulder. "I know you are Peter and I believe everyone knows you weren't in control of yourself."

"I know that…but still…I did some things that I'm not proud of…" She wanted to tell her everything he had done but was too ashamed to. She seemed to sense that and gave him a hug and left him to eat. Despite his mood Peter did eat everything, Hank came by and took his tray and that's when Xavier came in. Peter knew this was coming and knew he really needed to make things right with him. Xavier for his part saw Peter there and could feel the boy's sham, despair and sorrow coming off him in waves. It never ceased to amaze him how Peter always beat himself up over events that were beyond his control. "Professor I'm-" Peter began but Xavier raised a hand to silence him.

"Now Peter I took the liberty of scanning your mind when you were out to be sure that whatever that thing was, was gone from your mind and I hope you understand why I had to." He began calmly and Peter nodded. "I also found that it was influencing you, it was subtle at first but over time it seemed to be gaining dominance over you. Hank says that it was trying to bond with you and not just mentally."

Xavier let that information sink in and saw Peter pale a little. "You mean that stuff was going to stuck on me on a permanent basis?" He asked Xavier wide eyed. Peter had meant to run those tests on the suit but always got distracted or put it off…now he knew why, it didn't want him to know.

"Regardless I know that you were going to come to me at first and that it managed to 'talk' you out of it," The Professor sighed. "I too must apologies, in my own way I should have known sooner that something was wrong."

"You couldn't have known." Peter told him, and it was true neither one of them could have known.

"Maybe, but I am just glad that this is all behind us." Xavier said relaxing a bit.

"Did they ever find any residue of that suit?" Peter asked him hoping that it was dead or something.

Xavier shook his head. "Hank went there yesterday and with Logan and Storm searched all over but didn't find anything except for dried up bits. Hank says that the part of it that was hit by fire died shortly after being without part of the main body or a host. He believes after the damage inflicted by the sonic tones of the bell that it must have died without a host to sustain it."

Peter sighed and felt better about that. "That's a relief," He said mainly to himself. There was something that was nagging him but that time in the church and the battle in the manor were a bit blurred from the symbiote trying to take over and it was all kind of hazy. He felt there was something he was forgetting but put it aside. If it were important he would remember.

An hour later Peter was sick of looking at the ceiling and asked Hank if it would be okay if he could walk around the mansion at least. Hank didn't want him to move but he had to start moving before his muscles started to become too weak also. So Hank got out a pair of crutches for him to use to help him around without exerting himself too much.

He was glad to get out of that, even though he was in sweat shorts and a T-shirt from his room, it felt good getting out of that place. He also wondered if he could make it up to his room and see if anyone bothered to pick up his homework and place it there. He was crossing the library when he heard a frustrated growl. He looked in and saw Wanda there.

Since in the Brotherhood, Mystique didn't see fit to give her an education that she missed out on with all those years locked up, Xavier had been tutoring her and giving her one. Wanda was frustratingly erasing something from a sheet of paper so hard that she ripped the paper. She glared at the offending sheet and then just ripped it out and crumpled it up. "Need some help?" Peter asked slowly walking in.

Wanda nearly jumped at the sudden voice and was surprised to see Peter. "So the dead walk."

Peter just smiled at her. "I feel like it, hell I'm kind of walking like it," He said trying to get a smile out of her, her face softened a bit but no smile. 'Damn she's a lot like Rogue when I first met her, but I got her to smile so she shouldn't be that much of a challenge.' He thought to himself sitting down next to her.

"So…what's the problem?" He asked her.

She studied him for a minute looking for signs that he might snap at her or have black stuff cover his body. "So I guess your back to normal again."

Peter's face fell a little and he nodded. "Yeah…sorry about the past few days."

Wanda just shrugged. "Well I like you better this way, with the way you were acting I was starting to look normal and there's only room in this place for one bad tempered student."

Peter looked at her and smiled when he figured she was doing her best to make a joke and Peter was thankful for it. "So where should we start?"

"You sure you want to help me with this?" Even though she really needed the help. "Wouldn't you be bored?"

Peter just shrugged. "Hey until the others get me my own homework that I've been missing I got nothing to do so I might as well get in the practice, besides you looked like you could use the help."

Wanda just stared at him as he said that he actually wanted to do homework. "You are so weird." She just muttered and shaking her head. Over the next few hours Peter helped her through her lessons with Xavier's blessing when he acme to check up on them. Wanda was thankful for the help, Peter had this way about him that made this seem a lot easier then it had been, plus with his attitude it was kind of fun.

They had finished up just as the others were getting back. They soon found out that Peter was awake and soon Kurt with Kitty and Rogue teleported in the room. "Dude zhere you are!" Kurt said happily jumping up on the large sturdy table crouching like only he could. "Glad to see you up and around."

"Like totally," Kitty smiled and pulled out some books and stuff. "By the way here's your homework I'll like put it in your room with the rest, I'm glad your feeling better."

Peter nodded and saw Rogue there and she could see the sad look in his eyes he was about to say something to her when other started to come in and he mouthed the word 'later' and she nodded her head. Everyone mainly came to check on him and after some time he asked to be excused to rest in his room feeling a bit tired. Spyder of course helped him there glad to see him back.

Meanwhile downstairs the others were getting along. Kitty was with Lance helping him to fit in and a few were playing or studying. Jean was outside just sitting, then she felt Scott coming and smiled. Ever since they started having a relationship this bond they had seemed to be growing and to tell the truth Scott was a better boyfriend to her then Duncan Mathews ever was and to be honest breaking up with him thanks to Peter and dating Scott was the best move in her life.

"Hey how's it going?" Scott asked her sitting down next to her.

"Well…I'm fine," She began. "But I'm a bit worried for Peter."

"Because of what the thing did to him?"

She nodded. "Scott…it was twisting him around inside, it was dark…alien…Scott…I only touched its mind for a moment…but it was horrible." Scott held her close to him. "I was in his mind when he was in the infirmary, I had to keep him calm from all the horrible dreams he was having…he's going to have a tough time living with this and getting over this too."

"Yeah…but not alone, he's one of us and we'll help him through this." Scott told her.

She looked into his beautiful eyes; they were eyes she loved to see and another thing to thank Peter for. "You're right," Then she smiled as she caught a stray thought by accident. "And I think someone that could really help him through this in on her way." Scott gave her a confused look and she only smiled and stood up and took his hand. "Come one slim, I want to take a walk. Care to join me?"

Scott didn't need to be told twice and went with her holding her hand. At one point she stopped and kissed him. "What was that for? Not that I'm complaining."

She just smiled at him. "I thought it was time and to thank you for being…well…you." Scott only smirked and linked his arm with hers and they went on, mainly just enjoying the company of each other and looking longingly into each others eyes.

Peter was on his bed feeling great about just being back in his room. He had spent the last hour with everyone saying how sorry he was and all of them telling him it was fine. Now he was enjoying the quiet moment but then there was a knock on his door. He sighed to himself. "Typical, come on in."

When he saw it was Rogue he sat up seeing he walk in and close the door behind her. "Hey." She said.

"Hey." He said back, knowing it sounded lame but it was the only thing he could think of. She sat down next to him and there was an uncomfortable silence. Peter couldn't bare to look her in the face. "Rogue…I'm…god sorry doesn't even come close to it." He shock his head shutting his eyes.

"Peter…look at meh."

"I…I can't," He said his voice cracking a bit from the emotion. "I can't face you after what I did to you."

"Peter look at meh." She said sternly and Peter slowly raised his head to her. He was glad the bruising was gone from her face. "Ah know it wasn't all ya."

"I hurt you," Peter said his eyes watering. "I hit you…I…I'm no better then Max." He turned his head away from her again.

"You are nothin' lahke him! That boy that hit Tabitha did it because he's messed up and he doesn't feel sorry for that, ya do and you're a better man then he ever will beh." She turned his head towards her and looked him in the eye. "Peter ah know it wasn't your fault and I forgive ya." Before Peter could say anything more she leaned in an kissed him.

The two of them were now laying on the bed with Rogue resting her head on Peter's shoulder resting a hand on his chest. Peter had one on her waist while the other stroked her hair. "I'm sorry I had you so worried…and for how I acted on that date."

"It's alright, ah know it wasn't ya, not all of ya anyway," She said softly and then smirked. "Besides you may have copped a feel but ah also saw ya in your underwear so ah guess we're even."

Peter groaned and shut his eyes. "You have any idea how that got out? All the girls lately have been giggling at me and it's creepy not to mention embarrassing." Rogue tried not to laugh but was failing and Peter noticed how she was shaking trying to keep it in. "Oh you think that's funny huh?" He said and moved his hand on her waist and started to tickle her stomach.

"No! Don't!" She started but it was too late and she started laughing unable to stop. Peter managed to roll her onto her back so he could pin her to the bed. "Ah give! Ah give!" She shouted out between laughter, tears falling from her face.

When she got control she saw Peter smirking over her. "So ya think ya got meh good with that huh?" Peter looked confused but didn't notice her hands until her his spider-sense kicked in but it was too late and now it was her turn on him. It was moments like these that made Rogue happy, these were moments the she never thought she would have, so after a minute she asked him. "Say it."

"No!"

She continued on for ten more seconds. "Say it."

"Alright! Alright! You're the queen! Happy?" He said through the laughter and looked up at her smiling face, god how he loved to see her smile.

"Yeah…ah am happy." She said softly and slowly leaned down and kissed him lightly. Peter responded just as lightly, he was still a little apprehensive after he acted the last time and wanted to take things slow. Just then there was a flash and giggling. Both looked up surprised to see Spyder on his ceiling with a camera.

"It's a Kodak moment," She quipped before making a dash for the balcony and going up the wall, which was how she got in.

"Get back here!" Rogue said trying to go for her but felt herself being pulled back onto to Peter. "Peter? She's getting away!" Rogue protested.

"Let her," He told her smiling. "You can't climb walls, and I'm too weak for you to drain me safely. Besides we can get her back later and I don't want to spoil this moment."

She sighed and then looked at him. "Ah guess your right." She said kissing him again. After a moment she just laid herself on his chest listening to him breath as he stoked her hair.

Peter was contemplating telling her something, in fact she had been working up the nerve to tell her for some time but after he went through he knew he should tell her now before something else happened. "Rogue…I've…I've been meaning to tell you something. I've never felt this way before and I just needed to tell you…that…I love you. I know I haven't said it before but I am now. I love you Rogue."

Rogue felt her breath caught in her throat. She raised her head to look at him. She couldn't believe he had said that, that he had told her that he loved her. Those were words she never thought she would ever hear and despite herself felt tears in her eyes. "Oh Peter…Ah…Ah love ya too sugar." She said smiling kissing him once more only more passionately. She didn't know what else to say so she did this instead.

Peter had thought of all the things he had gone through ever since he got his powers, and at this moment…it all seemed worth it and for the longest time since his uncle had died he felt truly happy in this moment, to him this moment was a pure moment of happiness in his life which he knew was a rare thing and decided to enjoy this moment for as long as he could, because he knew that the future held who knows what in store for him and his friends but at this moment that was the future and he wanted to enjoy the present.

**THE END

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**Well that's it, it's finally finished! Well I thank all of you who have reviewed making this my most reviewed story of all time. I will make a sequel called 'Return of Spider-X' but that will be later. I want to take a break from this world before I burn out on it and the story suffers. So I will come back to this one day but I want to use the time to finish up a few other stories first.**

**So please be patient I will do it one day but not until I finish off a few other things first.**


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